The Inferior Spider-Man
by blacksuitchris
Summary: Taking place in after an AU of Superior Spider-Man #9, Otto Octavius plans of making the world "superior" to his eyes by ridding it of Spider-Man's worst enemies and Peter's greatest allies. Little to Otto know's, his actions would lead to the destruction of time itself and it's up to Spider-Man 2099, Agent Venom, and Scarlet Spider to stop Otto and one will rise as the Superior!
1. Prologue

**I DON'T OWN ANYTHING.**

Prologue: Times are Changing.

"He's gone?" Was all Otto Octavius, now stolen the identity of Peter Parker said. His greatest victory.

He rose from the chair as he removed the device on his head. A device that was used to eliminate the remains of his greatest enemy. But not eliminated, but humiliated and "proved" to Peter Parker that he was the better Spider-Man.

"I'm free..." Octavius said as he grin a somewhat dark grin as he killed Peter both in body and mind. He had done it. Peter has been ripped clean from existence. Otto then rises from the chair and looked at the mirror, admiring his new youth that he'd taken and realized just how it feels to win.

It was then he heard his cellphone ring. He looked down and saw it was Mary Jane, the woman Peter loved and the woman Otto originally lusted over before he felt he needed to keep her "safe". He decided to ignore it, he wanted to gloat more into his victory instead. Moments later the call went straight to voicemail and he heard MJ's voice and said "Hey Peter! I've been calling for a while and I felt that we need to talk. I need to ask if you're alright because the Peter I know would never be a recluse and stay away from those who care! So please I need to man up, come see me."

"What did that woman say?!" Octavius yelled in rage. Did she insult his pride? Octavius was not one who took insults; in fact he nearly killed two villains who have. Otto then began to ponder and realized Peter still exists as his allies still know him and as such Peter still "stains" his world view.

"No! I can't be superior if Peter still holds me down! If I must make me and this world superior, all aspects of Parker must be erased! With my unbounded genius, I'll erase Peter's worst enemies...and greatest allies! I have such great power and it's my responsibility to do justice! Parker was a blight to this world and his presence creates more problems than good! Hell I'm giving his allies a favor, eventually the will die a horrible death and I'm simply giving them a mercy killing. So says The Superior Spider-Man!" Octavius thought to himself as reaches to his computer begins to formulate a plan to create his utopia, a "superior" world.

Meanwhile in a different time...

New York City in the year 2099 A.D. In a future with some the greatest advancements in human history, one man will discover one of the greatest disasters instead.

Alchemax HQ, specifically the speculative science division, head scientist Miguel O'Hara aka the Spider-Man of the year 2099 looks at serveral screens, showing different heroes of the modern times fighting villains and saving lives. This machine was a "time window", it allowed the view to see into various incidents in the past, but it was prototype and can only view the past by at most a full century.

But this didn't matter to Miguel, as he was staring at one screen. It showed Octavius moments after purging Peter from his mind. For months O'Hara has been analyzing Octavius's activities behind his company's back, who didn't notice this change of history, but Miguel was smart enough to see the dangers. Miguel saw that time has been "cracking" by various instances such as the Avengers facing Kang, Scarlet Witch's change on reality with Magneto and changed it back while bringing mutants to near extinction, and how Ultron converted the world to his own totalitarian image. Each change in reality has been damaging the time stream, but it can heal if no more major change to time itself happens.

"Octavius you idiot." O'Hara thought to himself as he looks into the screen showing Otto putting on his Spider-Man costume. The screen then does its usual time jump of a few weeks, showing Otto fighting The Green Goblin, both surrounded by the bodies of several thugs dressed in goblin masks.

Miguel then backed off the screen as he knew things are going from bad to worst. According to the history books, this incident shouldn't have happened, but the screens don't lie, Octavius is going to do what he promised, destroy Peter's friends and foes. O'Hara went to a wall and pressed a panel and was transported to a darker portion of the Alchemax building, Miguel's Spider-Man "hideout".

"Computer! Analyze the time stream fluctuations!" Miguel ordered as he grabbed several devices, including a watch-like gadget be pressed and created his own Spider-Man costume in a flash of light.

Spider-Man 2099 then goes to his own computer as it says "ANALYSIS COMPLETE. TIME STREAM DATA SHOWS MASSIVE AREAS OF CORRUPTION AFTER PETER PARKER'S BODY WAS TAKEN OVER BY OTTO OCTAVIUS."

"I shocking knew..." Miguel whispered to himself. He has been studying Otto's activities in the past for weeks and didn't understand how what has been written in history and what is happening in the past doesn't correlate.

"Computer, what would happen if Octavius stays in Peter Parker's body?" Spider-Man 2099 asks.

"IF OCTAVIUS REMAINS AS THE PREVIOUS SPIDER-MAN, HE WILL CAUSE THE DEATHS OF VARIOUS INDIVIDUALS IN PETER'S LIFE WHO WEREN'T MEANT TO DIE AT THAT TIME. THIS MASSIVE CHANGE IN THE TIMESTREAM WILL CAUSE A CHAIN REACTION TO WHICH RESULTS I CAN NOT PREDICT..." The computer answered.

"But what the hell does that mean?!" Miguel yelled, angry on the vague answer.

"It means that time cannot be predicted because time is dying..." An ominous female voice is heard.

Miguel quickly turned around and saw a glowing female humanoid figure with long flowing red hair and web-like patterns in her eyes.

"Who the shock are you!?" Spider-Man 2099 demanded as readied for a fight.

The figure simply did a slight cough and said "Forgive me; I am an astral message from Julia Carpenter also known as the second..."

"Madame Web, I've heard of you. But why did you come here?" Miguel asked, still suspicious of seeing a long dead psychic from the past.

"As I said, I'm an astral message sent from the real Julia Carpenter before she was comatose due to having a massive vision from the future." The astral Madame Web explained.

"I see, so what message did Madame Web have to send to the several decades ago and of all beings you could've sent it to, why me?" Miguel continued to question.

"Because, you are the only who can prevent time itself from crumbling onto it self. You see..." The astral being turned to the only window in Spider-Man's hideout, showing New York of the future having very strange storm clouds "...Octavius must be defeated by three other spiders, with you included. Otherwise our world will die."

All of a sudden massive strikes of purple lightning began to strike the city itself, with it creating massive "sinkholes" wherever they hit.

"What the shock is going!" Miguel asks as he sees his precious city falling apart.

"Time is starting to decay. You must go to the past and correct the damage Otto Octavius has created but you must ally yourself with the symbiote and the clone." The astral Madame Web said as she showed images of past heroes Agent Venom and the Scarlet Spider.

"Okay, I got to the past and prevent Otto Octavius from taking Peter Parkers body. Seems easy enough…" Miguel said to himself.

"You can't, the time decay created barriers that prevents certain periods from being reached, and that incident is included." Madame Web told Spider-Man.

"So when can I go? Because it looks those dark clouds are coming here!" Miguel demanded.

"When this astral form was sent, Julia used the massive vision she'd seen to find the right time period to create a counter to the time decay and gave this astral projection the ability to create a small rip in the time period you need to go Miguel O'Hara. But I have one last thing to say, they must be revealed..." The astral Madame Web explained as it changed its humanoid form into a man size portal.

"Hey what do you mean reveal them?! God I hate how all knowing beings give vague demands." Miguel complained as he notices that the Alchemax building was starting to disintegrate. "Ah shock! Computer set my scanners to monitor the time decay!"

"SETTINGS SAVED. DECAY ALREADY AT 25% AND GROWING-" The computer said before it cut off due to the time decay.

"Well I guess there's no turning back. I'm coming for you Octavius..." Miguel growled as he jumped into the portal.

Meanwhile in present time, Otto Octavius, as Spider-Man, had Green Goblin, now called the Goblin King, unmasked as Norman Osborn and held by the throat. Octavius had defeated Goblin Kings underground army and faced Osborn on the roof of the Horizon Lab building and brutal defeated him. At this point many people from the media, law enforcement, and even Octavius's ignorant supporter Mayor J. Jonah Jameson watched the battle.

"Well it seems your games are over Osborn. My victory over your filth is at hand!" Otto proclaimed to his defeated enemy.

Norman simply smiled evil as he whispered "Maybe. But I did start your downfall Octavius..."

Otto's eyes widened under his mask. He must be hearing things. His only response was "How did you..."

Goblin simply chuckled and wheezed "How did I know you stolen Parker's body, killed him in body and mind, and went on a childish charade to be the one thing you original despised? You should've known your armies of spider toys have a lot more personal data than you realize."

Octavius simply tightened his free hand into a sharp fist. He forgot how tenacious Osborn was to Parker; he was the one who original found out Peter's identity before losing it somehow and was the one who murdered Gwen Stacy.

"You think you're a genius, but in the end you're like a blank dictionary, you're at a loss for words. You are such an idiot Ock, and inferior Spider-Man!" Norman gleefully said as he began to cackle like the madman he is before suddenly...

*CRACK*

Out of rage of being insulted for his arrogance, Octavius plunged his fist into Osborn's chest, killing him instantly. The world stood still as they saw Spider-Man kill again, this time fully shown that this wasn't a murder to "save" lives, but in pure, cold blood.

The next night...

In a dark alleyway, all seemed quiet and still despite being in the city that never sleeps. Out of nowhere, a human size portal opened and Miguel O'Hara, Spider-Man 2099, jumped through. He collected himself and checks his surroundings of modern day New York.

"Wow, everything is so...outdated. Now I need to find Octavius before he kills any..." Miguel thought before a gust of wind launches a newspaper in his face. Annoyed, he grabbed the paper and saw it was The Front Line. His eyes widened as the front page said "SPIDER-MAN MURDERS OSBORN! AVENGERS INVESTIGATE "HERO" AS MAYOR DEFENDS SPIDER-MAN."

"You gotta be kidding me..." Spider-Man 2099 complained to himself as he looked at a watch-like device he brought in order to monitor the time decays. His eyes widened as it read "35%" and was slowly, but steadily growing.

Miguel then cursed to himself "Ah shock."

To be continued


	2. Chapter 1

**I DON'T OWN ANYTHING.**

Chapter One: Black Horizon.

Avengers Tower, if one word can describe the tone of this building's occupants, mercy isn't one of them. In the briefing room, the main members of the Avengers that include Captain America, Iron Man, Wolverine, Thor, Black Widow, and Spider Woman look at a hologram replaying "Spider-Man's" brutal murder of Norman Osborn.

"I don't know what's crazier; the fact that Spider-Man just killed Osborn in a heartbeat or that bastard Jameson is defending him?!" Wolverine growled angrily as he tried hard not to slice the holographic projector.

"At ease Logan…" Captain America said calmly "…we're all shocked at these turns of events. It seems the Spider-Man we've seen recently seems to be very "different" for a lack of better words. As of right now, Spider-Man is now a rejected member of the Avengers"

"So Spider-Man has betrayed us? Thou shall not escape lightly." Thor said with anger.

Captain America then turned to Iron Man, who was looking at a projection show different scales and charts and asked "Tony, you seem unfocused?"

Stark looked up and said "Sorry, been seeing some energy fluctuations recently. Anyway I would say we should apprehend Spider-Man, but it seems he's much more prepared with every situation and as you told me Steve that you and the team seemed to have faced Spider-Man and he managed to hold his own. So we need a 'Plan B'."

Black Widow then stepped in and said "Me and Cap already have that covered. We've sent a messenger to talk to our "Plan B"."

Rogers then turned off the hologram and ordered "And until then: Stark, Logan, and I will go to the mayor's to convince Jameson to allow the police to help our investigation. We even have officer Carlie Cooper to help us as well."

"Good luck." Logan said under his breath as the Avengers left the briefing room.

Meanwhile in Philadelphia, Pennsylvania, it seems Octavius's actions have affected other heroes than those in New York. In his apartment, Eugene "Flash" Thompson, also known as the symbiotic vigilante Agent Venom, look at his laptop, scrolling through the internet on news of his hero Spider-Man's actions as it seemed everyone has been shocked.

"This has to be an imposter. I mean it could be Chameleon or Mysterio, right?" Flash thought to himself as he and even the symbiote, though in a slight catatonic state, were dumbstruck of the news and in slight denial.

It was then he received a random email that interrupted his train of thought. Instinctively, he checked it and was from an email address named "Big Red", though as government agent, he was used to it. Flash then read the actual message that read:

"Put the suit on and meet me on the rooftop now."

Knowing it was urgent; Flash commanded the symbiote the shape shift into his Venom uniform, and sneaked his way up onto the rooftop. Once there he say an older man with a military uniform with a distinctive mustache.

"Ross." Agent Venom acknowledged with respect.

"Thompson." General "Thunderbolt" Ross aka Red Hulk replied as he gave Agent Venom a handshake.

"So why are you here Ross, and how the hell did you get up here?" Venom asked.

"I jumped…" Ross replied with a smirk as he gave Thompson a pamphlet "…and I here to give you a message from Cap."

"And that would be?" Venom asked as he read the pamphlet and was then his eyes widened.

"Cap told me this, go to Manhattan and have a "chat" Spider-Man. You have a plane waiting for already." Ross coolly said to a shocked Flash.

"But sir, why me?" Flash asked as if it was a joke.

"Spider-Man seems much more dangerous than usual as you seen on the news. He's also a more tenacious bastard and seems to be prepared with very situation, all except you as Spider-Man won't expect you breathing down his neck. Are we clear Agent Venom?" Thunderbolt Ross asked.

"Yes…sir." Venom said, still trying to comprehend the idea of facing his idol.

"Also one more thing…" Ross said as he morphed into the Red Hulk "…keep that alien in check." It was then he leaped off the rooftops at supersonic speeds.

Once alone, Flash sighed deeply and said "He's gone Brock, I know your there."

In that instant, red mass "materialized" in thin air until it revealed Eddie Brock, aka Toxin.

"It seems you're getting better at using the symbiote's senses than we last met, its bond seems to be stronger." Brock hissed.

"What do you want Brock?" Venom asked with a strong hint of suspicion.

Toxin was unfazed by Flash's aggression and said "Was seeing you have that cancer in check as I don't want any innocence people hurt if you attacked Hulk, but seems you are quite "friendly" with the good general."

"Yeah well I got a mission to go so if you're done being an ass with me, I would appreciate you keeping this city safe while I'm gone while I come up an excuse for the school while I'm gone. Also since you like to bite the heads off of thugs keep you appetites in check Brock and don't go overboard." Venom threatened his "grandson".

"Whatever you say granddad, I was going to make sure the streets are safe from scum anyway, but I have a warning that involves you're appetites. Your monster will immediately try to kill Spider-Man if it has the chance, and though he's now the monster he truly is, keep that thing in control or it'll be the death of you." Brock warned as he webbed swung off the roof while Flash went back to his apartment to prepare for his mission.

Back at New York, specifically town hall, it seems as if a civil war between politics and heroes as Captain America, Wolverine, Iron Man and Carlie Cooper tried to convince Mayor Jameson to set out a warrant for the arrest of Spider-Man.

"HOGWASH! WHY SHOULD I GIVE A WARRANT FOR THAT HERO'S ACTIONS AGAINST OSBORN!" Jameson yelled, outraged for Captain America's request.

Wolverine, annoyed but Jameson's reaction, said "Look Jameson, you realize you're hiding a goddamn murderer!"

"Logan, stand down!" Captain America ordered as Wolverine reluctantly did. Rogers then turned to Jameson and said "Mayor, in this country, murder is a crime, and right now you're defending a murderous criminal."

"And you think you costumed freaks are in the right!? All you do is sent scum into the slammer and they always seem to come back to do more damage! Spider-Man is giving my fine city a permanent solution your problems!" Jameson yelled at Rogers before turning his attentions at Carlie "And you of all people should agree with me officer Copper!"

An annoyed Carlie pushed her glasses up and said "I have a duty to protect people from criminals. I know Spider-Man and I have been collecting evidence showing we might have an impostor on our hands."

Tony Stark was about to say his side until the computer in his armor says "UNKNOWN ENERGY SIGNATURE HAS BEEN DETECTED." To which Iron Man tells the computer "Tell me later, I have bigger issues going on."

"Actual those readings are part of the problem." A mysterious voice was heard from behind.

Everyone turns around to see a somewhat obscured figure dressed in a strange red and blue costume with a red spider/skull emblem and Jameson yells "WHO THE HELL IS THIS JOKER!"

"Easy…" the mystery man said as he walked out of the shadows "…I'm Spider-Man of the year 2099, and I'm here to fix time itself."

Unknown to them, a simple thug had just recently robbed a gas station and is now running for his life. To the average person he should be running as he's a criminal, but what's chasing him is much more devious.

"Dammit…Dammit!" He muttered "I tried to go big while I was with Owl, then joined Goblin's army, but once I went solo, I tried to get a…"

He was then grabbed at the throat by Spider-Man (Otto Ocatius) and feel his life now draining him.

"Tried to escape me you filthy degenerate!?" Otto demanded as be punched the thug so hard that he knocked a good portion of his teeth out.

"I killed Osborn of all people, soon I rid this city all of its black stains!" Octavius proclaimed as he was about to finish his work before suddenly…

"Drop the man and put your hands in the air Spider-Man!" A voice above them threatened.

Otto turned quickly and saw Agent Venom right behind him, pointing a pistol pint blank range at his skull.

To be continued.


	3. Chapter 2

**I DON'T OWN ANYTHING.**

Chapter Two: Black and Red.

At a bus stop in New York City, people got off as usual, but one passenger seemed to be in a hurry for some reason.

"You seem rather tense sir?" the elderly bus driver asked "Things on your mind?"

"Yeah lots…" The man said as he pulled up his hoodie and mad his way off the bus and walked to a lone alley way.

"Alright, just to get my suit on and find Parker before he…" The hooded man said to himself before he sensed someone behind him and saw several thugs surrounding him.

"No way out sucker, just hand me your cash before…" One thug said before suddenly his face was covered in webbing and was suckered punch in the face.

"Who want to end up like him?!" The hooded man growled as the thug's friends ran off in fear.

After that was over, the man took off his backpack and opened it, revealing his costume as Kaine Parker puts it on and began web swinging as the Scarlet Spider.

"What the hell is going on with Parker? I mean yeah Osborn should've died for killing Gwen and Ben Reilly, but Peter should never get his hands stained with blood. Must find him before someone else gets killed." Scarlet Spider thought to himself as he noticed several pedestrians surrounding a TV store as it seemed something big was going on.

Out of curiosity, Kaine tried to see what's going on as the news showed a fight between Spider-Man and Agent Venom going on. Scarlet Spider sighed and said "Those f***ing idiots!"

One hour earlier, time stood still as Otto Octavius, Spider-Man, turned to see Agent Venom point a gun to his temple as Otto held a wounded thug at the throat.

"Last warning, but him down and put your hands in the air now Spider-Man!" Agent Venom warned.

Angry, Spider-Man dropped the thug, who ran for his life, as he went to stare down Agent Venom.

"Agent Venom, Roger's and General Ross's symbiotic attack dog. It seems I have a chance to be superior to Parker by killing Venom once and for all!" Otto proclaimed to himself.

In that instant Spider-Man sucker punched Agent Venom so hard that Venom slammed against the wall behind him and nearly broke it apart.

"The hell!" Venom yelled in confusion as he was webbed in the face by Spider-Man who used his clawed hands to slice a portion of the symbiote on his face.

Desperate, Venom commanded his symbiote to attack Spider-Man off of him, and was actually suscessful as Otto himself slammed against a garbage can behind him.

"Blast it!" Octavius said in his head "It seems that alien is immune to my spider sense. Curse myself for erase Parker's memory on symbiotes!"

Flash managed to get on his feet and thought "Spidey isn't trying to beat me; he's trying to kill me!"

Spider-Man then lunged at Venom who dodged it easily and Flash yelled "Look I know you don't trust me, but I'm not the bad guy!"

Spider-Man then unleashed a flurry of attacks on Venom, as Flash dodges them, and growled "Only scum would were that abomination, even if those idiots let you pretend to be a so called hero."

Venom decided to unleash a counter attack by webbing Spider-Man's legs and pull him off his feet, there by slamming his body onto the pavement. Venom then grabbed Octavius by the neck and yelled "Do you remember when we beat Carnage in Colorado?! You tried to stop me from killing him and showed that you don't have to kill the bad guy to win, and the Spider-Man I know would never kill!"

At the edge, Flash didn't realize that a symbiote tendril was creeping behind Spider-Man's neck before making contact and the two were suddenly link mentally as Flash began seeing the memories of "Spider-Man", in the process destroying Dr. Strange's spell on protecting the identity of Pter Parker as Spider-Man, but also revealed a horrifying truth about his hero and his best friend, Dr. Octopus has killed Peter and has taken over his life! Even the symbiote was angry at the fact that it now remembers the pain Peter gave it as he rejected it and also that Otto killed Peter before it did, twice!

After the grueling process, Spider-Man got on his feet, also with knowledge that Flash Thompson is Agent Venom and said to Venom who was on his knees "So you finally know the truth? It seems that the current Venom is nothing but a bully turned friend to handicapped friend of Parker's. It seems I can kill an enemy and friend of Parker at once!"

Spider-Man was about to finish Venom before his fist was grabbed by a clawed hand as Venom began to say in a more distorted voice "You killed Peter…you…killed my friend! You killed Spider-Man…YOU KILLED THE ONE WHO REJECTED US!"

Suddenly Venom, now in his unleashed form, grabbed Spider-Man's head and slammed him on the ground and yelled "YOU KILLED PETER AND SPIDER-MAN! OUR FRIEND AND ENEMY! WE'LL NOW KILL YOU OTTO!"

Present time, Scarlet Spider raced to the fight as he thought "With those two going at it, I'm not sure which one of those morons will make it out alive."

To be continued.


	4. Chapter 3

**I DON'T OWN ANYTHING.**

Chapter Three: Poisoned Anger.

"How could I end up in this predicament?!" Otto Octavius, Spider-Man, thought in anger as he was held against the wall by an enraged Flash Thompson, aka Venom, who found out Otto's secret that he killed Peter Parker and took over his friend's life. What's worse is that Flash has been taken over by the Venom symbiote that also found that the one who rejected it has been killed before had the chance and to put the cherry on top on this nightmare, both are influenced by the demonic entity buried deep with Flash's (or even the symbiote's) soul.

"HURT'S DOESN'T OCTAVIUS?! THIS IS THE PAIN WE KNOW YOU GAVE PETER WHEN HE DIED IN YOUR BODY?! AND WE WILL KILL YOU FOR THAT?!" Venom growled in anger as his claws gripped tighter on Otto's windpipe.

As it seemed that Otto is good as dead, Otto then sees a fire extinguisher a few feet away and just as Venom was about to use his jaws to bite off the head of his former "hero", Spider-Man used his webbing to grab the extinguisher and slammed it into Venom's jaw and as expected, it exploded from the pressue of Venom's maw and the foam covered Venom, blinding him.

Once freed, Otto lunged at Venom, angry on how Venom easily overpowered him. But just before he could even lay a finger on Venom, tendrils grew from Venom's back and swatted Spider-Man with enough force to slam against a parked car and crushed it.

"WE DON'T NEED TO SEE YOU TO KILL YOU!" Venom growled as he wiped off the extinguisher foam off his face and charged at Spider-Man.

Meanwhile somewhere in downtown New York, the Scarlet Spider frantically web swinged to the battle, knowing that a fight between a now ruthless Spider-Man and a symbiote controlled Venom will not be pretty at all.

"Damn these two idiots!" Kaine cursed internally "Don't they know that having a fight to the death would bring people in jeopardy, or worst bring in the damn Avengers!"

Back with Venom and Spider-Man, the two were at each other's throat with the intent of the other dead. Spider-Man was at a major disadvantage as his lack of Peter's memories has giving him none of knowledge of symbiotes such as their weaknesses and the fact Venom doesn't activate Otto's Spider Sense.

"Blast it!" Venom thought to himself trying desperately to dodge Venom's attack, with them hitting Octavius "This simpleton is besting me?! I'm the one who shouldn't be inferior in this fight!"

Otto wasn't the only one with a form of inner conflict, as Flash was trying to fight off the symbiote's (and maybe the demon) control and try not to kill Octavius.

"Come on Thompson! Fight it you idiot!" Flash said mentally as his own personal anger towards Otto is fueling Venom's rage "If Peter was here he would…WAIT THAT'S IT!"

Suddenly Venom stops his onslaught as Spider-Man looked in confusion. Did Otto tired Venom out, or does the host and the symbiote have a disagreement? Venom then morphed from his monstrous form to his default form as Venom then turns to face Spider-Man.

"What's wrong Venoml?! Did I tire out that alien parasite?!" Spider-Man mocked.

"No…we just came up with a realization. If we are going to beat you, we need to think like Spider-Man!" Venom answered as he shot out webbing that landed in Otto's face, blinding him.

Taking the opportunity, Venom leaped at the incapacitated Octavius and gave him a solid punch in the face. Otto got up in pain, ripping off the webbing a portion of his mask off and deactivating the advance goggles he was using in combat.

"You'll pay for that you monster!" Spider-Man growled in anger as he leaped at Venom and used all his strength through the doors of a nearby church, specifically Our Lady of Saints Church, the birthplace of Venom itself.

Venom quickly recovered from Spider-Man's attack, but noticed that he had a feeling of uneasiness. He quickly realized that the demon within him is in pain because Flash is on holy ground, but Venom decided this is a benefit as he has more control of the symbiote. He was glad no one was in the church presently and as such won't worry on getting innocent lives hurt.

Spider-Man then made his way through the hole he made and said "It seems things have reached a state of symbolism here Thompson! An angle and a demon fight for their lives on a holy ground."

Venom smirked under his mask and said "Yeah, and I who's who in this fight."

The two then continued their fight as thy punched, kicked, and webbed each other in the church's main hall. Despite being somewhat use to not having a spider sense in this battle, he was still the underdog in this fight as Venom had superior powers, skills, and was far more combat ready than Octavius predicted. Venom on the other hand felt that this fight was much easier than he thought. He knew Otto wasn't as experienced as Peter and erasing Peter's memories didn't help, but he felt things are too easy and was waiting for Otto to pull his usual villain "aces" on him.

The two continued to fight viscously and made it further up the church until they were on the bell tower. Flash was nervous now in this fight as he knew if the bell moved at all, the sound waves would weaken the symbiote and let Octavius take the victory. Spider-Man himself noticed that his enemy was more uneasy and decided to deduce if something the environment was making his foe worried some. That and Otto, though he would hate to admit it, too tired to fight more and just wants this battle to end somehow.

"What's wrong Otto?" Venom taunted "Given up for once?"

Otcavius just smirked and said "No, I was waiting for my pets!"

Out of nowhere hundreds of Otto's spider-bots crawled up the church's walls and surrounded Venom

"Sneaky bastard." Venom cursed as her pulled out his pistols and began shooting at the robots. The problem is that there were too many and like the fabled Hydra of Greek legends, if one died, more came.

"Now my minions." Otto ordered his army "Attack Venom!"

The spider-bots then jumped all over Venom who struggled to get the spider-bots on him as they obstruct his vision. Unfortunately they caused his to lose his balance and he fall onto the church bell, creating loud gongs sounds. In that instant, both Flash and the symbiote experienced great pain and the alien creature began to weaken as Flash was now on the floor at the mercy of the spider-bots, and Otto Octavius.

Otto simply walked towards Flash, waving his hand that commanded his robots to leave as if he was some wizard, and grabbed Thompson at the throught.

"Thought you were superior Flash?" Otto sinisterly asked as he lifted the disabled Flash, unable to move to his now lack of legs and the symbiotes weakened state.

"I had to admit Thompson; I thought I was going to lose. You actually do have superior powers compared to this body, I mean my body!" Otto corrected as he tightened his grip on Flash's neck "And now, I will complete my goal of making a superior world for Otto Octavius!"

It was then Otto created a webline and began to spin Flash around at high speeds before flinging him into the city hoping for the impact to kill Flash and Venom at once.

"So am I goimg to die, killed by some psycho in my friend and hero's body?" Flash asked internally as he closed his eyes and waited for his death…but he didn't die.

"You're welcome dumbass." A very rude yet familiar voice was heard.

Flash opened his eyes as he saw he was saved by Scarlet Spider, who he hadn't seen since they stopped Carnage from taking over the Microverse.

"Scarlet Spider?! The hell you doing here?!" Flash asked in shock.

"Was going to check what in god name is going on with the other dumbass, but it seemed you beat me to it." Scarlet Spider sarcastically answered.

"Scarlet, I know you don't really like me, but I need you to take me to Avengers tower!" Flash frantically asked.

"And why should I do that?" Kained simply asked back.

"Because Spider-Man and Peter Parker is possessed by Otto Octavius!" Flash yelled.

Scarlet Spider simply stopped and landed on a rooftop as he let the symbiote regain its strength as Scarlet Spider demanded "How the f**k do you know who Spider-Man is and how in the f**K you he's possessed!?"

Flash wasn't fazed by the demanding Scarlet Spider and SAID "Because the symbiote LINKED MY MIND AND Spider-Man's mind and I found out Otto did a mind swap and killed Peter in his original body! And he's up to something big! So unless you want Otto to win, you'll help me."

Scarlet Spider sighed as he said "I guess you're not a complete idiot Flash."

Before Venom was going to ask how he known his identity, Scarlet Spider removed his mask and said "I know because of Peter's memories as I am a clone."

Unknown to them, a lone spider-bot spied on them as Otto saw what was going on via his phone.

"Cures! He lives, and there's a Parker clone in the city! This is unacceptable!" Otto yelled in anger as he took time to recover from Venom's attacks. It was then he got another phone call from Mary Jane Watson and got a devious idea.

"Well Scarlet Spider, I'm sure you won't mind being to scapegoat to a superior plan I have in mind!" Spider-Man gleefully proclaimed as he sets his plan sets it sights on a new target: Mary Jane Watson.

To be continued.


	5. Chapter 4

**I DON'T OWN ANYTHING.**

Chapter Four: Beta Testing.

Flash was in a state of shock for a lack of a better word. After being saved by the Scarlet Spider, he learned that his ally is a clone of Peter Parker. Abet a very rude, vulgar, and not so jolly version of Peter, yet he had some the heart Peter had that that Otto Octavius ripped from the world when he stolen Peter's life.

"So…you're a clone?" Venom asked casually to hide his shock.

Kaine simply rolled his eyes in annoyance as he answered "Yeah idiot, I am a perfect clone of Peter, but as you seen in our fight with Carnage…" Scarlet Spider then had one of his long claws come from his wrist "…I've been modified."

Kaine then tells Venom his name, his history once he was created by the mad scientist the Jackal, and his new lease on life after he was cured of his cellular degeneration. Scarlet Spider also explains how retains all of Peter's memories and as such he too was shocked on how Otto was able to hide his identity in Peter's body.

"So now we know each other and have that surprise crap out of the way. Don't we need to go see your Avengers buddies to warn them of that bastard?!" Scarlet Spider asked impatiently as he was trying to hide his anger for his "brother's" murder by Otto Octavius.

"Yeah, hold on I'm going to warn Cap about what Spider-Man really is." Venom answeres and he press his communication headset and then says "Captain this is Agent Venom."

"Agent Venom was going to intervene for your battle with Spider-Man…"

"Captain, forgive me for interrupting but I have information that Spider-Man is not who he is. I repeat Spider-Man is…" Venom frantically warned Captain America before was cut off as Captain America responded.

"We know Flash, and we also need you and Scarlet Spider to come to the Avengers Tower right now, that's an order soldier." Captain America ordered with a somewhat somber tone to his voice.

Confused at first, Venom decided not to push the subject and simply said "Sir."

The two heroes then decided to swing to the Avengers Tower, they were greeted by Captain America and Carlie Cooper who both (and especially Carlie) looked like they've seen a ghost. Agent Venom saluted Rogers and the four entered the tower.

"So what is going on Captain?" Agent Venom asked.

"Well during your fiasco with Spider-Man, we've been getting intel about Spider-Man's true fate and even what Otto Octavius is planning." Captain America answered.

"Wait wait wait?!" Scarlet Spider interrupted "Who the hell already know what that bastard is up to?!"

By then the elevator stopped and the door opened and the four then heard a voice that said "I have Kaine."

Venom and Scarlet Spider then saw a costumed figure in a blue and red suit with a large red spider/skull emblem, shining webbing like cape, and large spike coming from his arms. He in the center of the Avengers' briefing room along with Iron Man, Wolverine, Hank Pym, Stephen Strange, Thor, and Wolverine as the hologram projector showed many images of "Spider-Man's" actions for the last few months.

"Okay I'm already lost." Agent Venom said in confusion.

Carlie cleared her throat and said "Venom, Scarlet Spider, meet Spider-Man."

The two were dumbstruck as this "Spider-Man" walked to the two and gave them a hand shake and said "Specifically I'm Miguel O'Hara, Spider-Man of the year 2099 A.D."

After explaining himself, Miguel the explains how he along with Scarlet Spider and Venom have to stop Otto Octavius from slaughtering all of Peter's enemies and allies due to his egotistical desire to "rid' the world of all aspects of Peter Parker, how these actions is damaging time itself, and even how Otto killed Peter Parker and deceived everyone. During this time, the color washed off of Venom's and Scarlet Spider's face as they try to absorb how Otto fooled them. Carlie herself looked like she was going to cry even though Spider-Man 2099 already explained it to her.

"I was there when Peter took that golden octobot from the villain vault." Carlie thought to herself sadly and on the verge of tears "And he even told me he was trapped in Octavius's body, and I shot at him, I was such an idiot!"

She was then brought back to reality when Scarlet Spider yelled "So why are we waiting here! That son of a bitch is out there in Parker's body and for all we know, he's already after his family!"

"I can't believe he's Peter clone." Carlie whispered to herself.

"I actually have Carlie send some protection to his family. But right now we need to find a way to capture Octavius with Peter's body intact so I can do the following…" He then showed a hologram of helmet like devices with Spider-Man 2099, Agent Venom, Scarlet Spider, Otto Octavius Spider-Man, and a fourth figure wearing them "…let me explain, Agent Venom's symbiote, Scarlet Spider, and I have some of Peter's own memories in some shape or form. I've also had Carlie unearth the deceased body of Otto Octavius and had Strange here revitalize the brain long enough to extract as much of Peter's consciousness into a data file. From there all we need to harness the other memories the rest of us Spiders have to create a full copy of Pter's mind, capture Ock, have a psychic to help us out, and use this device me and Tony created to eliminate Octavius's mind and place Peters back to his rightful body!" Miguel explained his plan gleefully as if he was a mad scientist himself.

Scarlet Spider then raised his hand and said "Not to sound like an ass but how do you expect this stupid plan to work?!"

Spider-Man 2099 simply smirked and answered "One I'm from the future, so I know this will work! And second, I work for a company full of crazy scientist so if you need to catch Otto, you need an expert on mad doctors like him."

"So right now the Avengers's main priority is the capture of Otto Octavius with Peter's body intact and ensures Miguel's plan is a success." Captain America ordered.

Carlie then got a phone call and escuse herself outsid, then she saw it was Mary Jane and answered "Hey MJ."

"Hey Carlie, I was wondering if you've seen Peter? He hasn't been answering my calls?" Mary Jane said in annoyance.

Carlie then had cold feet; she felt she doesn't have the strength in her to tell MJ about the truth of "Peter" and simply answered "Uh…nope, I'm actually looking for him myself. I think you should be at your place as I heard the Avengers are on a manhunt for some villain and want people at their homes to be safe."

What Carlie really wanted to do was for Mary Jane to be at her home so she herself can watch her home in case "Peter" targets her next.

"Ah, well it seems Peter is calling me so I'll call you back." Mary Jane casually said as she was ready to call 'Peter".

At this point Cooper was terrified, Otto has targeted Mary Jane! Frantic, Carlie warned "NO DON'T ANSWER THAT IT'S NOT PETER IT'S…" before being hung off the phone. Desperate Carlie ran back to the briefing room and yelled "Otto is going to attack Mary Jane next!"

"WHAT?!" Spider-Man 2099, Venom, and SCARLET Spider asked in shock.

Carlie explained the situation and then Scarlet Spider began to run out the nearest open window.

"Where the hell you going?!" Agent Venom demanded.

"Going to get stop Otto! If you won't help me, get the f**k out my way!" Kaine growled as he shot a line a webbing and swung his way to Mary Jane's home.

"Damn it!" Agent Venom cursed, still annoyed by Kaines attitude.

"This is not good." Spider-Man 2099 said to himself as he saw the percentage of the time decay is now at 48%, as if it's predicting something bad is going to happen.

Miguel then turned to Carrlie "Officer Cooper, give me and Venom addresses to places Mary Jane is normally at and we'll find her from there as you this time convince the jackass of Mayor to at least send some aid to her protection. We need her alive!"

Carlie nodded as she began to tell the two locations that MJ is normally at and whispers "Please be safe MJ."

Meanwhile, MJ managed to enter her home as it seemed to be darker than usual.

"Why was Carlie so worked up for Peter, I'm sure it wasn't him who killed Goblin…right?' MJ said to herself as she place some bags of groceries she recently bought until the lamp behind her turned and a familiar, yet eerie said out of nowhere

"Hello Mary Jane…" Spider-Man, Otto Octavius, simply said to her as he came from the shadows.

To be continued.


	6. Chapter 5

**I DON'T OWN ANYTHING.**

Chapter Five: The Night Mary Jane…

"Hello Mary Jane…" Spider-Man, Otto Octavius, said to the red headed woman as he rose from the darkness behind her.

Shocked, MJ jumped in surprise before calming down once she saw "Peter" and sighed in relief.

"Oh thank god it's you tiger…" Mary Jane said as she hugged "Spider-Man, shocking Otto somewhat "…I was so worried for you."

"I just need to pretend to be Parker long enough to fool her blind. Then when the moments right, I'll quickly dispose of her and frame that rouge clone." Otto thought as he was essentially planning the murder of Peter's greatest love.

"Uh Peter you still with me?" MJ asked in confusing as she let go from the embrace, bringing Otto back to reality.

"Oh um yeah…MJ, I was trying to figure out why this city is after me again." "Peter" said in a stutter, trying to act as casual as possible to try to fool MJ.

Unfortunately, Mary Jane wasn't buying it slightly. She can sense Spider-Man is hiding something from her. And seeing how much madness going on after the death of Osborn, she had many burning questions, but one she had to ask.

"Peter, what the hell are you doing out there?!" She demanded suddenly.

"Damn, even she seems to be getting smarter at my charade! Have to divert the subject." Otto thought to himself. With some quick thinking he simply said "Just the usual stuff MJ…"

"Bull Peter! Hero stuff doesn't involve what you did with Osborn, having the Avengers after you, even tearing downtown to shreds with Venom earlier today! I don't know what's going on you with you, but ever since Doc Ock died you've been…" Mary Jane suddenly stopped herself as she remembered what Carlie frantically said to her before she hung up on her:

"NO DON'T ANSWER THAT! IT'S NOT PETER IT'S-"

Mary Jane then froze as she began to put the pieces together: How ruthless Peter was becoming, his sudden workaholic behavior at Horizon Labs, how "Dr. Octopus" was worried for people's lives in their final battle, even the way Peter talked sounded too arrogant for Peter.

"MJ you still with me?" Otto asked, worried what was going to happen.

"Yes Spider-Man I'm still here…" Mary Jane said distantly as she lowered her head, lettering he red mane cover her eyes "… I just have one last question for you."

"Anything MJ just ask away." Spider-Man said, trying to hide the fear of his slowly dying masquerade.

"JUST WHO THE HELL ARE YOU!?" Mary Jane demanded in anger and sadness.

Meanwhile a few miles away, Scarlet Spider frantically web swung his way to Mary Jane's home, using his genetic memory to lead the way.

"Dammit!" Kaine cursed in his mind "I've should've known that son of a bitch would go after MJ!"

Scarlet Spider was having a firestorm of emotions as he raced his way through the city. The reason for this was what was his priorities should be: Save Mary Jane, stop Otto and take him to that future Spider-Man so he can somehow resurrect Peter, or simply kill Otto so he couldn't use Peter's body for his own gain.

On one hand, his inherited affection for the red head was driving him to her to begin with and to save her. One the other hand, if he gets there much quicker, he can both save MJ and defeat Otto so they can get the plan in motion. And finally, if simply killed Otto, like he did when he was a murderer, he can get avenge Peter on his own terms and simply get out of dodge. But that will only be a very last resort.

"What the hell do I do!?" Scarlet Spider thought to himself "I hate to say it, but I need to think like Peter."

Back at Mary Jane's apartment, Otto was nearly horrified that MJ has truly seen his veil of lies.

Desperate he simply asked 'What do you mean MJ? It's just me, Peter, the one who save you countless times and has been the hero in your life."

"Sorry to disappoint, but the real Peter calls me Mary Jane when things get heated, Otto." Mary Jane growled as she slow grabbed something from her purse.

Angered by the fact Mary Jane found out who he truly is and is now a threat to his plans, Octavius rushed towards her as he yelled "Smarter than the average damsel! I guess I won't end you nice and…"

Suddenly Mary Jane grabbed a taser gun and shot it at Spider-Man, causing Otto to collapse and yell in pain.

"What did you do to Peter you son of a bitch!" Mary Jane yelled as she pulled the trigger, shocking Spider-Man even more "Tell me before I ack!"

Otto suddenly got up and grabbed Mary Jane by the throat and knocked the tase from her hand.

"I was going to let you die painlessly so you can aid my plans of a superior world with the influence of Parker." Otto growled.

Mary Jane simply responded by spitting on the exposed part of Spider-Man's mask and hissed "Go…To…Hell!"

"Sorry my dear, but don't worry…" Otto sinisterly said as he was going to form a fist "…you can both aid me in framing the Parker clone and can join Peter in the afterlife."

Not long after Scarlet Spider made it to the apartment building and rushed his way to Mary Jane's residence as he broke the door down and yelled "MARY JANE!? IT'S ME KAINE! ARE YOU OKAY…" But what he saw next even horrified Kaine himself.

He saw MJ, blood and bruised with a black eye and several cuts all over her body. He was held at the throat by Otto as he broke the window that leads to a several story drop.

"Kaine…" Mary Jane wheezed in pain.

"Kaine?! I wondered why this specific clone was so familiar! You're the one who killed me as Otto Octavius and now I can enjoy framing you for the death of the wretch even more!" Octavius said in a mad hybrid of anger and delight.

"Octavius…" Scarlet Spider growled as he let his claws slide from his wrists as he was ready to kill the body snatcher "Let her go right now before I f*cking rip your head off!"

Otto simply grinned sinisterly as he calmly said "Very poor choice of words." And simply let go of a now unconscious Mary Jane.

"Noooooo!" Kaine yelled in fear as he rushed to save Mary Jane before he was pinned against the wall by Otto.

"It's too late now! Soon in a few moments she'll die of the fall and I will be closer of achieving a Peter-less world! A SUPERIOR WORLD!" Octavius said in triumph as Kaine was helpless as he saw Mary Jane plummet closer to the pavement below.

To be continued.


	7. Chapter 6

**I DON'T OWN ANYTHING.**

Chapter Six: Scarlet Fever.

"Noooooo!" Kaine yelled in fear as he rushed to save Mary Jane before he was pinned against the wall by Otto.

"It's too late now! Soon in a few moments she'll die of the fall and I will be closer of achieving a Peter-less world! A SUPERIOR WORLD!" Octavius said in triumph as Kaine was helpless as he saw Mary Jane plummet closer to the pavement below.

And just as the young red headed woman was going to face her end, a blue and blur swung at high speeds and caught Mary Jane just in time.

"Thank God I got you time." Miguel O'Hara, Spider-Man 2099, said in relief as he gently held MJ to safety.

"Peter…" Mary Jane groaned in pain as she shifted in and out of consciousness.

"You're okay ma'am. I'm taking you to safety." Miguel tried to calm Mary Jane down."

"I've let you down Peter…I was so stupid…I've should've known…" MJ whispered before becoming unconscious again.

"Who the hell was that!?" Otto Octavius demanded to Kaine as his plain the frame the clone failed.

"Forget him…" Scarlet Spider growled as he gained new found strength and used one of his claws across Otto's chest, letting the impostor let go of his grip "…you are going to deal with me!"

Seeing red, Scarlet Spider took the opportunity to defeat Octavius quickly by lunging at him through the open window. As they began to plummet to the pavement below, Scarlet Spider attacks Octavius with viscous blows fuel by his growing anger towards Octavius. The onslaught ended with both of them slamming onto a parked taxi, crushing the roof.

"Is…that…all…you got clone?!" Octavius hissed in anger and pain as he trying to comprehend just how quick Scarlet Spider gained the upper hand.

"Unless you give up and have the Avengers send your ass to hell, I'm to keep at until one of us f**king dies!" Scarlet Spider answered as he grabbed Otto by his leg and tossed Octavius to nearby convenient store, crashing the window and lacerating Otto's already damaged body.

"I'm not going to lose to this clone!" Octavius thought as he tried to get back on his feet "After I kill this inferior copy, I hunt down whoever saved the woman and kill them both! Nothing will stand in my way! Nothing!"

Just as customers and employees fled to avoid the oncoming fight, Scarlet Spider simply walked into the store just as Octavius managed to recover and took a combat stance.

"I will not be defeated by an inferior clone…" Otto threatened.

"There's a difference between us Ock!" Scarlet Spider angrily said as he addressed Octavius with an almost offensive word to his views "…You stole that body to kill, however, I was made to kill!"

The two spiders then began to attack each other in an almost animalistic fight. While Otto had problems with Venom's brute strength and powers, he found Scarlet Spider was much more skilled in combat and seemed to have a style designed to attack an opponent until it either tires out or dies.

"Maybe if I can use the claws in my gloves I can distract him long enough so I can send a signals to the spider bots and end this squabble much more quickly." Otto planned as he tried to claw Kaine's face, but was stricken with a sharp pain as he saw Scarlet Spider use one of claws to stab Octavius's hands dead center.

"Too slow Doc!" Scarlet Spider mocked as he took the claw out of Octavius's wounded hand as Otto grasped it in pain.

"Damn…you." Otto growled as he tried to stop the bleeding.

"The other guys want that body alive so we can evict you from Peter's head. But that doesn't mean I can still kick your ass!" Kaine growled as he then suckered punch Octavius in the remaining masked part of his mask and damaged the last functioning goggle.

"Blast it! My mask can't send a signal to the remaining spider bots!" Otto cursed to himself as he removed his mask and exposed his bruised face. And now at the boiling point, Octavius lunged at Scarlet Spider and the two continued their fight until they now completely tire from the viscous fight of their lives.

And just as they were ready to finish each other off, a familiar voice is heard "HALT SPIDER-MAN!"

The turned above to see a Quinjet above them as Captain America, Iron Man, Thor, Red Hulk, Spider Woman, Wolverine, and Black Widow made their decent from it and surround Octavius and Scarlet Spider.

Now at the edge, Otto decided to use his original plan against Kaine and tried to use his Peter impersonation on the Avengers "Oh thank god you guys are here! This crazy clone tried to attack MJ and I tried to save her but…"

"Nice try Otto, but they know…" Another familiar voice was heard as Octavius saw Agent Venom on a nearby rooftop with a sniper rifle aimed at him.

"And soon you will pay for your crimes." Carlie Cooper growled in anger as her police car came and she had her pistol aimed at him.

"No, this can't be happening!" Octavius said in denial as the Avengers starred down him with pure anger in their eyes.

"Tried to fool us by stealing Peter's life!?" Wolverine growled as he took a feral stance.

"This ends here punk!" Red Hulk said as he cracked his knuckles.

"Avengers Assemble and take Octavius into custody!" Captain America ordered as all the heroes began to assault a now injured Octavius.

Otto tried all he could to avoid the attack, barley managing to avoid bullets, punches, repulsor blasts, lighting, Captain America's shield, and other attacks. It took several minutes for Otto to finally collapse in exhaustion as the heroes finally have in cornered.

"It ends Otto, here and now!" Venom said as him and his team now finally has a chance to stop Otto's masquerade.

"Actually, I've just proven, you are inferior to me!" Otto said sinisterly as a small amount of Spider Bots began to surround them and began to form a strange formation.

"At least I have enough to escape from these idiots!" Otto thought as he pressed a button on his wrists and suddenly the spider bots began to create a screeching noise as all but Otto were afflicted in pain.

"Now's my chance!" Otto said as he grabbed a nearby manhole and slid down into the sewers below as sever spider bots began to fill the hole and create a firm wall between the upper streets and sewer below as well as stop the ear piercing sound.

"The f**k was that!?" Scarlet Spider asked in outrage.

"A neural assault…" Iron Man explained "…seems Octavius had on last escape plan for us."

"I'm going to report this and have anyone willing to see Otto's lies and try hunting this bastard down!" Carlie said as she grabbed her radio.

"Right now we need the Mayor's help in this. Doubt this will change his mind." Captain America added.

"At this point, I just hope MJ is okay…" Venom said to as he hoped Spider-Man saved her in time.

Meanwhile at the entrance of Mercy Hospital, Miguel landed softly with Mary Jane in his arms and rushed her to the Emergency Room and immediately yelled for assistance.

"Hey, this woman is badly injured and she needs help!" Spider-Man 2099 yelled as several doctors and nurses grabbed a stretcher and rushed her into surgery.

"IT SEEMS DISASTER WAS AVERTED…" A mysterious voice said in Miguel's mind.

"I guess you're at this hospital too Web?" Spider-Man 2099 communicated.

"YES, YOU'RE CLOSE ENOUGH FOR ME TO COMMUNICATE, AND I MUST CONGRADULATE YOU FOR SAVING MARY JAME." Madame Web said.

"Yeah…then why do I feel so bad about it?" Miguel whispered in regret.

To be continued.


	8. Chapter 7

**I DON'T OWN ANYTHING.**

Chapter Seven: Ignorance Abolished.

It had only been a few hours since Otto's attack since Otto's failed attempt to murder Mary Jane Watson and things hasn't been going so well. Miguel O'Hara, in his "21st civies" disguise, was waiting outside MJ's hospital room in a state of guilt. Despite saving her from certain death, Mary Jane suffered extreme blood loss and broken bones that once she had placed in surgery and is now in a medicated coma and has recently been given a blood transfusion.

"Damn you Octavius!" Miguel growled internally "You claim you're a hero but in the end you're a man with an ever growing ego that will be you're damnation!"

Miguel then turned to see two older women and an older man who resembled the current mayor. He instantly recognized them as MJ's Aunt Anna and Peter's Aunt May and Uncle-in-Law Jameson Sr.

"Hello, are you a friend of Mary Jane's?" Aunt Anna asked frantically.

"Not really." Miguel answered as he tried to figure out a way to not pin the blame on Spider-Man, at least not on Peter. "I found her hurt like this and saw some psycho run off. I tried to stop him but she looked really bad so I help her here."

"You must have a big heart young man." Jameson Sr. told Miguel.

"Thanks, I'm sure the doctors can let you see her." Miguel said as the elders walked in the see a broken Mary Jane.

After that Miguel decided to up on the roof to see how progress on finding Octavius after his escape. It seemed things were getting from bad to worse by the seconds, both figuratively and literally. Though his actions of saving MJ slowed down the time decay significantly, it's still roughly at 56% and it's already affecting the 21st Century weather as dark clouds are already forming.

"So this is what it looks like when the horsemen begin there ride?" A familiar voice is heard behind Miguel said as Agent Venom walked next to him.

"But this ride will end short once that bastard is caught in time. Speaking on which any luck on your end?" Miguel blankly asked.

Agent Venom sighed as he answered "Not yet, the Avengers are doing what they can, we even got the X-Men and Fantastic Four to help us out but this city is way too big to search."

It was then a few moments later Scarlet Spider came as well and despite wearing his costume, it was obvious he was fuming in irritation.

"I guess you didn't have any luck either?" Agent Venom said with a dry chuckle.

"This is pointless. We need the freaking army to hunt his ass!" Kaine said in anger.

"Or we can lure him out, but he's too smart to fall for a trap so easily." Agent Venom added.

In that instant Miguel had an idea, though Flash was right that Octavius was too smart for a simple trap, his massive ego wasn't invincible for traps and that got him think of a way to use that to their advantage.

"I got it!" Miguel said in victory as he pressed his watch-like device and his Spider-Man costume as the other two heroes looked in confusion. As if Miguel became a mad scientist himself.

"Venom, get Rogers and Stark to meet us at the Mayor's office and as quickly as possible.. I have a plan snuff out Ocatvius in the open."

"What in that god's name are you up to O'Hara?" Scarlet Spider questioned.

"You'll see…" Miguel simply said as the three Spiders made their way to city hall.

Moments later the relative peace of city hall was disturbed by the usual anger of its mayor.

"WHAT! HELL NO!" Mayor Jameson said in anger at Spider-Man 2099's proposal "I AM NOT GOING TO HYJACK THIS CITY'S NEWS NETWORK AND REVEAL THE SO CALLED "IDENTITY" OF SPIDER-MAN THAT YOU HEREO TYPES TOLD ME IN ORDER FOR YOU WRONGFULLY PERSECUTE THE MAN!"

"Wrongfully persecute? Otto Octavius murdered Peter Parker and stole his life, has turned New York into a totalitarian city state, and is targeting people whose lives are the key to stop Armageddon on a biblical scale!" Agent Venom said in anger on the stubborn mule's words.

Captain America sighed as he tried to be civil with Jameson "Look Mayor Jameson, we have plenty of evidence that shows how dire the situation and we simply need your aid to stop this madness from continuing.

"HOGWASH!" Jameson yelled in anger "I know what you're planning! You're just jealous that Spidey is doing a damn better job at cleaning this city of scum than you have in your lousy career as "heroes". You probably hired some actor pretending to be from the future and some Stark tech and trying to use fake evidence to frame the real hero. And even if Octavius is in Parker's body, he's at least giving Peter a spine that he lacked ever since I met him! He is a Superior Spider-Man!"

In that instant the currently quiet Scarlet Spider snapped as he grabbed Jameson by the throat and web swung from an open window.

"Kaine you idiot!" Agent Venom yelled as he and Spider-Man 2099 rushed their way to the clone, hoping that he won't do anything stupid.

Minutes later Scarlet Spider held Jameson outsid Mercy Hospital as the Mayor tried to fight off Kaine's grip.

"Are you insane?!" Jameson asked in fear.

"LOOK IN THAT WINDOW IN FRONT OF YOU!" Scarlet Spider demanded as Jameson did as he saw his father and mother-in-law as well as another older woman at the bed side of a familiar face from Peter's life; it was a comatose Mary Jane Watson.

"YOU KNOW WHO DID THIS?! THAT BASTARD OCTAVIUS ATTACKED HER AND SHE'S NOW AT THE BRINK OF DEATH AND YOU ARE DEFENDING HIM! AND YOU CALL YOURSELF A MAYOR OF JUSTIC YOU MISERABLE OLD JACK ASS!" Kaine yelled in fury at the Mayor who was now gaining guilt in his face.

"I'm sorry, I didn't know…" Jameson whispered "…I was afraid of what Spider-Man will do if I go against him."

"What the hell you are talking about?" Scarlet Spider questioned.

"A few months back he asked Otto to personally kill Alistair Smythe with disregard of the legal system. Otto decided to use this as blackmail ammunition in order to turn Ryker's Island into his own fortress complete with mechs and an entire army." Spider-Man 2099 answered suddenly as he and Venom caught up and Kaine and Flash looked in shock.

"Are you insane!? Do you realize how much damage Octavius can do if you would've gave him that crap!?" Agent Venom demanded as he couldn't believe just how careless that he could've if he gave Otto that much power.

"He had me against the wall. It's either stop Spider-Man or kiss my career goddbye." Jameson tried to tell his side of the story.

"Well if Otto escapes for good, you can kill your life goodbye as the time stream will decay in a week at most." Spider-Man said bluntly.

After some silence, Jameson sighed as he said "Alright, what do you want me to do exactly?"

Meanwhile in a secret underground lair, a wounded Otto Octavius grunted in pain as he finished patching Peter's body from his recent battle.

"Months of work keeping this disguise in check ruined!" Otto ranted as he poured a glass of champagne and sat in a chair you used during his time laying low as Doctor Octopus. "I've should've known erasing Peter's memories would backfire! Oh well, guess I have to move to the Caribbean to avoid these morons."

Otto then turned the TV on to try to relax as he saw Jameson on the News.

"…And as of right now, I'm going to resign as Mayor of this fine city as I'm ashamed to admit that I've been protecting a criminal. It turns out that the psychopath Otto Octavius has used his devil technology to transfer his mind to the body of the Spider-Man you know who is also my cousin-in-law Peter Parker who has been a real hero when I was blind with anger and now I am supporting a murderous madman who has been corrupting justice that Peter stood for. And as such my last order as Mayor is to have SHIELD freeze all of assets Octavius used from Parker's life and to revive the Anti-Spider patrol to aid the real heroes to block all exits from New York and to continue a massive man hunt for the criminal. If you can hear this Octavius, I am not afraid of a coward like you who stolen a heroes life due to your fear of death and I dare you come to if you have to guts you miserable menace!" Jameson said in his speech as he left of screen.

There was silence as Octavius's glass hand began to tremble before shattering the wine galass as he yelled in fury "JAMESON!"

Back at city hall, Spider-Man 2099 and smirking in triumph as the first stage of his plan against Octavius is in full motion. Jameson then walked up Miguel and said "Okay I did my part, what in god's green earth is this supposed to do?"

"Simple…" Miguel answered as his grin is now visible under his mask "…it was a declaration of war."

To be continued


	9. Chapter 8

**I DON'T OWN ANYTHING.**

Chapter Eight: Old vs. New.

Deep within Otto Octavius's secret hideout, Otto was finishing the final touches to his new weapon of his newfound anger and vengeance.

"He thinks he can hide from me?!" Otto growled to himself as he attached his modified web shooters to his wrists as his clawed glove.

"He dares to call me a coward and tarnish what took months for me to save this city from scum?!" Otto hissed as he puts on his new mask that had black, sinister reflective eyes.

"And he DARES to back off my plan to make the heroes and Parker's methods obsolete?!" Octavius yelled as he pressed a button on his wrist and a red, spider shaped device on his back activated as four long, spider-like mechanical limbs unfolded and took position.

"Well this is my time of reckoning! No more morals, no more mercy, and to hell with responsibility! Today I will snuff out the lives of Parker's little circle of weaklings and I will prove that I AM THE SUPERIOR SPIDER-MAN!" Octavius proclaimed as he finished putting on his new costume shipped to him weeks ago via Jameson's funds. He then made his way out, as he had murder on his mind.

Unbeknownst to him, I single spider bot watched the whole thing, hacked by Miguel O'Hara from Stark Tower as during Jameson's resignation speech, he was able to hack one of the damaged spider bots and able to see what they see, including Otto's plan to take out all of Peter's love ones.

"Thank god the Avengers were able to get Mary Jane and the rest of Peter's families to their bunker." Miguel thought as he remembered how silent the city was now they found out that Spider-Man was not only possessed by Doctor Octopus, but was actually Peter Parker who was murdered by the mad doctor. Even his love ones were in a state of shock and grief: Aunt May was in a crying fit and it took both Jameson Sr. and Anna Watson to calm her down, the entire Horizon Labs team were stunned, The Front Line seemed to be shocked they put the pieces together, and even Jameson himself was silent as he was experiencing many levels of guilty.

Even the citizens of New York were in shock as the atmosphere of the city was grim as the dark clouds signaling the time decay were approaching to signal a coming apocalypse.

"So why the hell did you even reveal their identity?" A voice said behind Miguel as he saw Scarlet Spider, Venom, and surprisingly Doctor Strange behind him.

"Simple, if this is war we are having against Ock, then we need to lower his morale in many levels at once. Starters we need to have Peter's good name clean from Otto's actions, second we need to make sure he has absolutely no one on his side as it's obvious this city wants to have a lynch mob on him, and finally the best way to trap an egotistical bastard like Otto is to hit that ego where it hurts." Miguel explained to them.

"Smart thinking…" Strange complimented Spider-Man 2099 "…though I will mourn the spell you destroyed. But I was also going to updated you on that Stark and I has completed the final touches to your device."

"Awesome, now excuse me gentlemen, I have to lay some bear traps…" Miguel quipped as he exited the building.

"Bear traps what does he mean…" Venom said in slight confusion as a hand was on his shoulder. He then turned to Doctor Strange, who had a serious look in his face. "…Uh yes doc?"

"We need to talk about the other within your other." Strange simply said.

"Right." Flash said as he knew what the doctor was talking about.

"As you know, it's trapped within you. But once I recognized what specific demon Mephisto has infected you, I can tell you it can escape your body." Doctor Strange told Thompson as his words definitely caught Venom's attention. "However, the only way it can escape if it senses a tainted soul on the verge of death that the demon seems to set its sights on. Other than that it is trapped within you until the day you die."

Without words, Venom nodded as he went to meet up with the Avengers as he realized that the only way to free himself of his demonic infection is to essential damn another soul.

Meanwhile outside of city hall, Otto Octavius was perched on the roof of a nearby building as he saw the shape of former Mayor Jameson who appears to be frantically packing.

"Think you can run from me old man? Well even you can't run from death?!" Octavius roared as he lunged at Jameson. However, once he made "contact", Otto simply phased through Jameson as the man distorted as he packed in a continuous loop.

"Hologram…" Otto deduced as the hologram morphed in the shape of Spider-Man 2099.

"Specifically it's hard light hologram, courtesy of Alchemax. And there's two things I can't believe one that you actually felt that and second, what's with those spiderpus arms. Going through a literal identity crisis Otto?" The Miguel hologram mused at an angry Octavius.

"You're the one who saved the red headed wretch!" Octavius threatened as he circled the hologram.

"Oh you're an observant mad scientist, I dealt with a lot of them but you are the one who has been giving me a great challenge for me to crack and please I don't recommend standing there." Spider-Man 2099 casual told Otto.

"Who are you?! A clone? Copycat? Alternate dimension?!" Ocatvius demanded.

"No. No. And close guess there Ock-Man. I'm Miguel O'Hara, Spider-Man of the year 2099 AD and pease I told you not to stand by the shocking window." Spider-Man 2099 said in slight agitation.

"Why are you here?! An inferior Spider must be here for a reason, especially if you're from the future!" Otto growled, his patience for this Spider-Man was waning thin as he seemed unfazed by his presence.

"See you're causing the space/time continuum some problems and I'm here to stop you and bring Peter back to his proper noggin and for the last time I wouldn't stand there if I was you." Spider-Man 2099 answered with a sly smirk.

"Or what!?" Octavius yelled.

"This…" Spider-Man 2099 cryptically said as his hologram suddenly glowed before it exploded, launching Octavius back so hard that he hits the wall behind him, only to have it explode and send him flying to the roof of a parked car that exploded once he made contact and Otto was finally on the ground, in extreme pain but not wounded and surprisingly his new suit was undamaged.

"What the hell was that?" Octavius groaned before he was suddenly assaulted at multiple ends by a red and blue shape. He was then uppercutted in the jaw that launched in the air and then a line of webbing attached to his chest and then was slammed back to the groaned.

"I see we got aquainted to each other Ock?" A voice said above Otto as he looked up to Spider-Man 2099 cracking his knuckles.

Octavius simply chuckled as he got back on his feet and said "So this is how it's going to be? Intellects from the across time in a battle for the sake of Parker's legacy? Guess this will test just how superior I can truly be?"

"Yeah, and I'm on the winning side…" Miguel countered as he and Octavius took their combat stances as they're about to reach the fight of their lives.

To be continued.


	10. Chapter 9

**I DON'T OWN ANYTHING.**

Chapter Nine: Great Minds Never Think Alike.

Mercy Hospital, in one of the intensive care rooms, Julia Carpenter, the second Madame Web, laid ever more still ever since he went in her comatose state. One of the nurses came check her vitals routinely to ensure no complications occur.

"I wonder if even psychics are aware when in a coma?" the nurse thought as she finished the check and left to other patients. Unknown to her, Julia's hand began to twitch and her eyes began to move under the closed eyelids.

Meanwhile outside city hall, two Spider-Men were preparing for the fight of their lives. Miguel O'Hara, Spider-Man 2099, took a defensive stance while Otto Octavius, in the body of the modern Spider-Man Peter Parker, took the offensive stance.

"That was a clever trick you've set up for me." Otto said calmly as he seemed to be stalling for something.

"It was easy; all I needed was an angry mad scientist, some holographic explosive mines, and some good calculations." Miguel mocked, keep an eye on Octavius.

"If that's the case, can you calculate how long you can srvive this?!" Otto growled as he lunged at Miguel with his mechanical arms aimed at him. But suddenly Miguel dodged very quickly by simply side stepping as Octavius crashed into a garbage can as the trash covered and stained Octavius's new costume.

"How can he dodge that attack so quickly? Even my sider sense could't aid in an attack like that?" Otto asked himself as he tried to get back on his feet.

"How Otto? I just have a good perception of my surroundings and I recommend that new look for that costume, looks very matching to your soul." Miguel chuckled as he pointed out the dirt covering Octavius.

"I killed Peter to rid of his annoyance, I can kill you the same!" Otto proclaimed as the two dueled.

"He may be a fast fighter, but he'll realize I'm faster." Miguel thought as the two seemed to be locked in an almost even fight. Otto tried to use his upgrades to maim Miguel, but it seemed that Spider-Man 2099 was one step ahead as he could easily dodge Otto's attacks with little effort on his part. Miguel even countered attack, though it did little damage and it seemed it was to spite Octavius.

"You know Otto, I've always wonder how dangerous one man ego can bring to the world. Then you decided to screw up reality itself by taking the life of better man, tried to eliminate his legacy, and bring fascism to New York? Dr. Doom looks like a saint compared to you?" Miguel berated Octavius as he webbed Otto's face and kicked him down on the ground.

"I'm trying to build a superior world, a world without Peter Parker!" Octavius countered as he removed the webbing and saw that Spider-Man 2099 is gone.

"You're going to destroy the world. Time is decaying and if you don't surrender, there won't be any world!" Miguel's voice demanded as Otto tried to find the source.

"Liar, you are simply trying to have me surrender this body so you can bring Peter back, but I am here to stay. I AM THE FUTURE!" Octavius proclaimed, as if his old Doctor Octopus persona was unwittingly returning.

"No Ock, I am!" Miguel corrected as Otto looked up to see Miguel free falling down like a missile and landed on Otto, using the force to destroy the device on Otto's back and making his mechanical arms useless.

"And soon you'll simply be a relic of the past Octavius!" Miguel said in victory as it seemed he had won.

"Know, that'll be you O'Hara…" Octavius hissed as suddenly a massive army of his spider bots surrounded them.

"Oh dear, your spider bots, whatever should I do? Oh how about I push this button!" Miguel laughed as he pressed a button on his wrist and suddenly the spider bots began to have static surrounding them before they all fell on the ground and lost all movements.

"My pets, but how?!" Octavius asked in shock as his army seemed to fall dead.

"EMP pulse, remember I have future tech at my disposal. Face it you've lost, without your bots I won." Miguel told over his opponent.

It was then Otto realized he had lost. He's now a wanted man, has no resources, has no allies, and has now realized he isn't a superior Spider-Man. It was then he grabbed a fallen spider bot and whispered "You're right, I have been defeated. I am a loser…" he then pressed a button on the robot "…BUT I AM A SORE LOSER!"

Otto suddenly lunge at Miguel and placed the spider bot and the robot's legs clamped down on O'Hara's head as Otto leaped a distance away. In seconds toe robot exploded and Spider-Man 2099 was launched back to a car behind him and seemed to gone limp.

"If I'm going down, I'm taking you with me…" Octavius said with venom as he regained his strength and stood up and just when was about to leave the scene, a soda bottle hits Otto in the back of the head. He turned to see a little girl in the middle of the street with other items in hand and had both tears and anger in her eyes.

Instantly Otto recognized the girl, it was the child who he saved from the brain damaged received during his time as Doctor Octopus, and said "I will forgive this once, now go home child." Only to have the girl through a piece of cinderblock right into Otto's face, cutting a portion of the suit and leaving trail of blood.

"You murdered Spidey…" the girl said coldly as he seemed to stare Otto down. Angered and now over the edge, Otto was about to kill the girl before suddenly he was barraged with various items and it seemed to overwhelm Octavius. It was then various citizens seemed to surround Otto and grabbed whatever they could and threw it at Octavius. Things like garbage, loose paper, even faller spider bots while saying things like "murderer", "fake", and even "monster".

It was at that moment all of what's left of his Otto's Spider-Man persona had completely shattered, leaving what was truly Doctor Octopus in Spider-Man's body as he yelled 'YOU IDIOTS! I AM A REAL HERO! I HAVE MADE YOUR STUPID CESSPOOL OF A CITY SAFE AND THIS IS THE GRADITUDE I GET!? I AM YOUR SUPERIOR! I AM YOUR HERO!"

"No, they know who the real hero is, and his name is Peter Parker." A voice said behind him and suddenly Spider-Man 2099 kicked Octavius in the face, knocking him to a wall as Miguel ,now with his masked partially burned off and revealing his bright red eyes and fangs, began to overpower Otto as he punched and slashed Octavius with his natural claws.

"Think you can defeat someone who's suit is made of unstable molecules?! I may not have the right to say I'm the best Spider-Man, Peter has proved that he would never compromise his morals to take an easy way out. All you've done is turning your desire of perfection and nearly sent this city straight to hell! And seriously claws?! That's my trademark!" Miguel yelled as he continued his assault.

"Desire for perfection is the true ideal to follow, and I always have a perfect way to win!" Otto said as he grabbed another spider bot.

"That trick won't work on me. But I have one that'll work on you!" Miguel said as he open his jaws, letting his fangs extend and then bit down on Otto's neck. Otto pushed O'Hara off and in a matter of seconds; his vision began to fog as his thoughts started to turn into a jumbled mess.

"What…did…you do?" Otto weakly asked as his words began to slur.

"Neural toxin. You're lucky that's a small dose, otherwise it'll kill you. I may not be the best Spider-Man, but I'm definitely more spider-like and right now you've been…" Miguel explained as he suddenly gave Octavius a hard uppercut "…SHOCKED!". It was then Otto was out cold, defated at least.

Taking some time to recover, Miguel then pressed his communication device and said "I got him, prep the device. I'll bring him in." Spider-Man 2099 then webbed up Octavius head to foot and carried him off to Avengers Tower. And just as Miguel left, the citizens that helped him cheered as they knew a real hero has defeated Octavius.

Meanwhile at Mercy Hospital, Julia Carpenter's room, Julia continued to stir in her comatose state, as if she was trying hard to wake up. And moments later, Julia opened her eyes and whispered 'The time has come…"

To be continued.


	11. Chapter 10

**I DON'T OWN ANYTHING.**

Chapter Ten: Head in the Game.

Avengers Tower, the building was in frenzy as Iron Man, Hank Pym, Beast, and Miguel O'Hara were preparing the machine needed to return Peter Parker to his rightful body.

"Is everything in order?" Miguel asked.

"Yes, Strange used his magic to keep Octavius's original brain alive enough to extract Peter's consciousness, though it was slightly damaged by decomposition so we also extract the genetic memories of Kaine and the Venom symbiote to create a perfect copy of Peter's mind." Stark answered Spider-Man 2099.

"Good. Now there's one last thing we need. To keep this machine stable and allow us to both terminate the Octavius mind and place Peter's mind back in, we need a telepath to keep Otto in check and us safe." Miguel explained the final piece of his plan.

"Then you have the last part of your plan Miguel…" A weak female voice was heard as the scientist looked to see Julia Carpenter standing there in a trench coat with Scarlet Spider helping her stand along with Agent Venom.

"Julia! You're awake!?" Miguel asked in shock as he approached her.

"Yes, the Web of Life revived my broken mind in order to complete the Spiders' destiny of freeing Peter Parker from the prison of death and punish Octavius for his crime of nearly destroying the universe. But we need to make haste, time is literally against us." Madame Web explained.

"But you just came from a coma, I'm not sure if you'll survive this machine!" Kaine tried to give his point in the situation.

"Don't worry Kaine; the Web has given me enough power in my telepathy to give you full aid in this mission. But I must warn you, once inside Peter's mind, you're an open book to Octavius and will use your fears against you." Carpenter warned.

"Don't worry, I gave him a sedative to keep him nice and quiet and my neural toxins are still in his system so he's harmless." Miguel countered.

"Consciously yes, but his subconscious is still active like any other mind and that'll what you have to sever from the body , allowing the Peter consciousness to take hold and reject Octavius once and for all." Madame Web explained the danger.

"So its Inception meets A Nightmare on Elm Street? Great, so what do we have against Octavius when he can go Freddy Krueger on us?" Venom asked, worried on how dangerous the situation can be.

"The one weakness Octavius has now is that his arrogance will be at his purest and can be exploited very easily as you know firsthand." Madame Web tried to reassure Venom.

"Good, now I can have real fun messing with Otto's head, literally." Miguel thought as the heroes prepped the mission to save both Peter and all of reality itself.

Several minutes later the machine was fully active as the data that was essential a copy of Peter's mind as stored as an unconscious Octavius had a helmet like device on his head while strapped down on a bed. The other Spider-Man sat in chairs surrounding the devices on their heads along with Julia Carpenter who had a golden and much larger device on her head.

"So this is it huh? Some way to beat a bad guy?" Venom mused with himself as the machine began to start up.

"At least this isn't a bad virtual reality trip." Miguel thought to alleviate the nervousness he genuinely have.

"Time to give Otto a piece of my mind while I tear his apart!" Scarlet Spider growled as he mental prepared for the fight of his life.

"I'll keep Octavius's mind trapped in a mental barrier temporarily so you can have a head start. But you have to make haste as I can already feel him resisting my powers. Seems he had a mental failsafe against telepathy when he first did the transfer. Also Miguel you'll keep the "mind egg" of Peter safe as its still developing and must reattach to his physical brain in to be fully awakedned." Madame Web ordered as the machine reached full power as the Spider-Men felt as if their world literally shattered.

They then saw their surroundings replaced to what looks like a ruined New York City with a green sky that had a grinning Otto Octavius staring at them.

"This looks like hell…" Scarlet Spider commented on the manifestation of a corrupted mind.

"Trust me, hell looks worst then this." Venom joked to break the dark mood.

"Come on, find Octavius." Miguel ordered as he walked forward as he carried a small red and blue ord.

It didn't take long to see a pillar of light and a suspended Octavius in his current Spider-Man suit. However, the pillar seemed to be cracking and Otto began to struggle.

"Hurry, attack Octavius while I have him contained!" Madame Web ordered as the pillar began to crack further.

"On it!" Scarlet Spider answered as he lunged at Octavius started an onslaught of punches at the Octavius consciousness.

"Something's wrong…" Miguel muttered as suddenly he noticed the face of Octavius in the sky grin became more sinister as Miguel put two and two together and yelled "…Kaine it's a trap!"

Suddenly the Otto consciousness had his mechanical legs burst from his back and said "I and you sprung it!" He then suckered punched Kaine in the face and knocked him down with his allies as the pillar of light shattered.

"Sneaky bastard…" Agent Venom cursed as he helped Kaine get back on his feet.

"You thought you can defeat me so easily? This is my mind remember?" Octavius taughnted as he landed in front of the heroes.

"Wrong, its Peter head you ass hat!" Kaine growled.

"Not anymore, and now, while you were gaining access to my mind, I was able to see yours as well, and now I will use your worst fears against you…" Otto growled as suddenly three figures of black smoked materialized before they took shape. In front of Venom was what looked like Carnage with his mask off, having Flash's own face instead. In front of Kaine was the deceased Ben Reilly unmasked, showing signs of clone degeneration and murder in his eyes. And in front of Miguel was something he tried to avoid being, a heavily mutated version of himself.

"And soon at the end of your fears, there will be oblivion!" Otto proclaimed as the heroes starred down their manifestations of their fears.

To be continued.


	12. Chapter 11

**I DON'T OWN ANYTHING.**

Chapter Eleven: The Return of…

Deep within the sub consciousness of Peter Parker's brain, the battle for the survival of Peter Parker has been declared in full force. The heroes have been facing twist manifestations of their fears that were created by Otto Octavius, in his current Spider-Man form, who simply watched the fight in amusement, going as far as casually drinking a glass of wine.

"Such an amusing show…" Octavius gleefully said as he took another sip "…this proves fear is an effective use of power."

Flash Thompson wasn't doing so great as he failed to combat a doppelganger of himself that had the Carnage symbiote. Even with his expirence with fighting Carnage, the image of Carnage having his own face deeply disturbed him.

"What's wrong Flashy boy?! Afraid of what you wanted to be?!" The Flash/Carnage said as he formed an ax from his fist and threw it at Venom who nearly dodged it.

"Wanted to be?! Why do I want to be that sick bastard?!" Venom said in anger as he mask grew a mouth full or teeth and lunged at Flash/Carnage.

"You enjoy the darkness, why else do you keep the symbiote? You should upgrade and embrace the monsters in you. In fact…" Flash/Carnage chuckled as began to envelope Venom in a mass of re webbing. Suddenly Flash/Carnage began to spasm before black wings burst from his back, then two foot black horns grew from his forehead as well as a glowing pentagram appeared on his chest "…YOU SHOUL EMBRACE ALL THE MONSTERS IN YOUR SOUL?!"

With Scarlet Spider, he was busy trying to keep his toes against a duplicate of Ben Reilly who showed signs of clone degeneration.

"I'll take your life away like the way you took mine Kaine?!" Ben said in rage as he tried to stab Kaine with a piece of rubble he found on the ground.

"I know you're not real, but I paid my dues and I won't regret kicking your ass!" Scarlet Spider said in anger as he drew out his claws to fight back.

"But you ruined Ben Reilly's life when he wanted peace; you ruined the lives of every clone you faced!" Ben countered as the two continued their viscous fight. Ben then kicked Kaine in the gut and launched him into a ruined building behind him.

"We're meant to be in this world, but I'm trying to do right…" Kaine growled as blood seeped from his mouth and through his mask.

"Doing right, or your right?" Ben said sinisterly as he stood over Kaine.

With Spider-Man 2099, he seemed to be add odds as his brain power was negated by his mutated doppelganger's brute force.

"And I thought Kron Stone was ugly." Miguel mused to alleviate his nervousness as mutant Miguel tried to slash him with its claws.

"Kill you…you must die for…ssssins…" The monster hissed in its broken speech.

"Seems my fear isn't so bright, maybe I can outwit it?" Miguel though as he tried use his webbing to block the monster's eyesight, but the creature simply opened his jaw and devoured the webbing whole.

"I'm not one to call myself a freak, but evil me is a freak!" Miguel said in digust as mutant Miguel roared and despite its size, it dashed towards him in a blinding motion.

"Now…die me… "The creature growled as it then grabbed Miguel's arms and pulled as Miguel screamed in agony "This was you're fate at Alchemax…sins break man…I break myself."

Back in the real world, Madame Web watched the whole seen through a mental projection as the Avengers and Carlie Cooper joined as well. Their faces were of anger, horror, and disgust as they saw just how evil Otto Octavius can truly be in the name of "justice".

"Can't you do anything!?" Carlie demanded as she had enough of Otto's torture as she saw the heroes unconscious expressions show great fear while Peter's/Otto's simply had a sinister grin.

"I wish I could, but if I enter Otto will simply use the same tactic on me and I…have demons worst then they had." Julia explains.

"Damn you Octavius, damn you to hell…" Carlie simply growled as she continued to watch the scene.

Back in the mental relm, Flash simply tried to come up with a plan to face his demonic double "This like mu time in hell when I faced Blackheart's Antitheses but only I…WAIT THAT'S IT!" Venom then flashbacked to his battle in hell with the help of the Red Hulk, X-23, and the female Ghost Rider and realized one thing when he defeated the Antithesis, they trade their opponents.

Looking for an ally, he saw Kaine fighting "evil Ben Reilly" and yelled "Hey Kaine!"

"What Thompson! I'm not sure you noticed but I'm busy!" Kaine said in annoyance as he tried to avoid Ben Reilly's attacks.

"Let's trade!" Venom yelled as he lunged at Ben Reilly and attacked him.

"Trade? What the hell does he…" He then saw an angry Flash/Carnage as it began to flap its wings and swooped down at Kaine "…Oh, smart bastard." Kaine then leaped over Flash/Carnage and in a swift motion, used his claws to slice of its wings at slammed him onto the ground.

"Smart move Kaine. But don't think beating Ksady will make think you can beat…Ack!" Flash/Carnage didn't get to finish its threat as Kaine used his claws to slice its throat, gasping for breath in vain.

"You're right; beating Kasady made me a better ass kicker." Kaine said calmly as he plunged his claw into Flash/Carnage's skull, killing it as it dissolved into black smoke.

"What?! How can this be!?" Octavius said in anger as he saw his first minion destroyed.

Back with Flash, he was easily overpowering evil Ben Reilly. It seemed his plan was beginning to work.

"You shouldn't have done that. Soon you meet a terrible fate!" Ben his as his attacks on Venom failed.

"You sound like some internet horror writer." Venom joked as he decided to finish the fight by grabbing his combat knife and stabbed Ben in the gut. He then pulled out his assault rifle and opened fire, killing the faux Scarlet Spider easily as he too dissolved into smoke.

"Two down." Venom said as he saw Kaine joining him as he continued "That leaves Miguel's little nightmare."

"I COULD USE SOME HELP GUYS!" Miguel yelled in the background as they saw him with his doppelganger pulling his arms.

The two spiders then came to his aid. Kaine first used his claws to slice off mutant Miguels hands off as Flash helped Miguel get back on his feet.

"You okay?" Venom asked.

"Now I know how 21st Century taffy feels like." Miguel joked as Kaine continued to fight the monster.

"I got this, watch. Hey Kaine!" Venom yelled to get Kaine's attention. Kaine gave him his attention as Venom said "Get out the way; I'm giving fangs a Hail Mary!" Venom then grabbed a grenade and tossed it in the air as Kaine dodged it and it entered the monster's mouth. On instinct, it swallowed the grenade and moments later, it exploded into a display of fire and black smoke.

In the real world, the heroes sighed in relief as Carlie said "They did it."

"Not yet…" Madame Web corrected as she turned her attention to the mental world "Spiders! You now have Octavius to face!"

They then saw Otto standing above them as he mockingly clapped his hands.

"Bravo heroes, you managed to beat you're pathetic fears." Octavius said sarcastically.

"Yeah and we have your arrogant ass to ourselves." Venom responded.

"Oh, but like you said, I can go "Freddy Kruger" on you" Otto chuckle wickedly as suddenly the ground below the heroes began to crumble a dozen tentacles resembling the ones Octavius used as Doctor Octopus grabbed and subdued.

"Can you ever play fair-NO!" Miguel yelled before realizing the trapped forced him to drop the mind egg containing Peter's consciousness. The orb rolled before Otto leaped down and caught it with his foot.

"So this is a manifestation of Peter Parker?" Otto asked as everyone in bother the mental and real world stood in silence. "How inferior." Octavius said coldly as he stomped it.

The world simply stood in silence as the Spiders felt like failures, the Avengers were stunned on jhow cruel the scene was, Julia simple whispered "I failed", Carlie had tears in her eyes, and back in the panic room filled with Peter's love ones, the comatose Mary Jane Watson began to stir and wheezed "Peter…".

In that moment, Octavius felt the ground shake under his foot as light began to glow under his foot. Then suddenly a massive force exploded, send Octavius back few feet feet as he and the heroes saw a red and blue pillar of light with the shadow of a human shape forming.

"No! Impossible! I beat you! You can't come back!" Octavius began to panic as he knew what was happening. The spiders were stunned as well, along with renew hope. The heroes as well had that renew hope, Carlie then had tears of joy for the beautiful scene, Madame Web chuckle as she said "You never seem to give up", and even the unconscious MJ simply had a peaceful smile as her vitals began to improve.

After the spectacular show of light ended, a familiar face was on his knees.

"I can't believe it…" He whispered as he got on his feet in his familiar red and blue costume, holding his mask "…I'm alive" the newly resurrected Peter Parker said.

To be continued.


	13. Chapter 12

**I DON'T OWN ANYTHING.**

Chapter Twelve: Amazing vs. Superior Part 1.

"I'm alive?" Peter Parker questioned in a whisper as he tried to comprehend his resurrection that nearly ended in disaster. He then noticed his surroundings as he saw four individuals resembling his Spider suit in some way: one he obviously knew it was his clone "brother" Kaine, another was the new Venom that helped him take down Carnage when he tried to take over a small town, the third was a Spider-Man from the future he teamed up a few times, but the last one was a black and red Spider-Man with black eyes, claws, and four mechanical limbs coming out of his back. Then the recent memories started flooding back; full of pain, suffering, and betrayal.

"This cannot be!" Octavius thought to himself as he was trying to absorb what has happened. He was so close to maintain his control over Peter's body, but somehow he failed and he now fears for his life, again. "But the other heroes are still trapped, leaving me to have Parker all to myself. And the way he looks, I doubt he remembers what has happened to him."

However, Peter starred Otto down with eyes full of anger and conviction as he growled "Octavius…" obviously not happy to see his "successor". Peter then puts his mask on and stood up, as if he wants Otto to be afraid of him.

"Well well well…" Octavius tried to regain composure as he stood up as well. "It seems you've managed to comeback against me again? I've beaten you two times now, so like the old saying says "Thirds a charm"'

"Cut the crap Otto!" Peter said aggressively "I've always knew you would disregard everything that I showed you when I was Spider-Man, and yet I trusted you when I died by giving you essentially my soul! But you corrupted what Uncle Ben thought us and it's time for me to kick your arrogant ass!" Peter declared as he leaped in the air and dropped kicked Otto in the face, hard. Octavius then got up in agony by the sudden attack, only to have Peter unleash an onslaught of punches and kicks.

"Damn, remind me to never to get Peter pissed again." Venom mussed by Peter's sudden attack on Octavius.

"We could use less stupid ass joke Thompson and can someone get these damn tentacles to let go!" Kaine cursed as he struggled against the metallic tentacles restraining him.

"Um Madame Web, we can use some help here." Miguel asked the psychic assistance as he too tried to fight against the tentacles.

"I am sorry, but you cannot interfere with this battle." Madame Web's voice said calmly.

"WHAT?!" They all said in unison in both shock and outrage.

"In order for Peter to reclaim his body, he must do it himself by defeating Octavius once and for all." Madame Web explained as in the real world she observed the fight between Peter and Otto continued.

"But last time I check, Peter tried to reclaim his body before, only to have Ock erased him from existence?!" Kaine tried to counter Julia's explanation.

"That was only a fragment of Peter's consciousness, but here this is Peter's entire mind and with Otto on the brink of mental breaking down, Peter truly has a chance to regain his mantle." Julia answered Kaine's question.

Back with the fight between Otto and Peter, Otto was truly afraid of Peter. In Peter's last attempt to reclaim his body, he was a nervous wreck. But here, not only Peter was confident in his battle, but he seems to want Octavius dead.

"What's wrong Otto?! Don't have any smart comments to say how much better you claimed you are?!" Peter insulted Octavius as he punched Otto in the face so hard he knocked him down on the ground.

"I can't lose to again! Not when I was so close to maintaining my right as Spider-Man as Spider-Man!" Otto thought as he tried to regain his fight while trying to come up with a plan to outwit Peter like the last time he defeated Peter.

"I always knew you were a coward, but I can't imagine how much damage you did while I was gone." Peter said bitterly as he cracked his knuckles.

'That's it!" Octavius thought as he as a sinister grin grew under his mask while he stood proud against his rival. "You seem to not know what I did in your absences. If that's the case…" Otto said calmly as the ground began to shake as Madame Web knew what Octavius was up to. "…THEN ALLOW ME TO SHOW YOU MY BEATIFUL WORK!"

In the real world, Julia and even Carlie already figured out what Otto was planning and out of instinct Carlie yelled "PETER GET OUT THE WAY!"

"Huh?" Peter asked in confusion as he heard Carlie's voice somehow, but it was too late. Suddenly four mechanical tentacles similar to the ones that are trapping the other Spiders burst from the ground, only this time they were midnight black and wrapped themselves around Peter's arms and legs, restraining him from resisting.

"Cheap bastard!" Kaine yelled in anger as Otto again tried to cheat his way out of a fight.

"You think being whole can defeat me Parker?" Otto mocked as hecasually walked to a restrained Peter, with a black Octobot materialized in his hands.

"What are you doing Ock!?" Peter demanded as the Octobot leaped onto his forehead and wrapped its limbs tightly around his head.

"Showing you my work on how I was always a better Spider-Man then you!" Otcavius said proudly as suddenly the Octobot glowed wildly.

In that instant, Peter began to see images on what has Octavius done after his failed attempt of reclaiming his life. He saw Otto viscously attacking gangs and villains like White Dragon and Owl. Octavius brutalizing the cyborg Alistair Smythe as he enjoyed seeing Spider-Slaying die in humiliation and defeat. Blackmailing Mayor Jameson on finding his dream of militarizing New York City into essentially a police state. Otto humiliating Phil Urich by revealing him as Hobgoblin in front of his love ones and driving him truly insane. Otto coldy killing Norman Osborn who told him the very truth. And finally Otto Octavius planning and nearly killing his love ones, including putting MJ into a comatose state!

"Octavius!" Peter yelled in both anger and pain while the images went into a loop, while Otto simply enjoying his pain.

Back with the trapped Spiders, Flash desperately wanted to save his friend and idol from Otto's torture. He already knows what's be torture while a madman goes around and gleefully proclaim their enjoyment of seeing his love ones pain.

"But how the hell can I help!" Venom cursed internally as he knew Madame Web wanted Peter himself to beat Otto.

"YOU CAN'T HELP, BUT I CAN…" Familiar raspy voice said Flash. It was the symbiote talking to him.

"How?! I thought you're brain dead?!" Flash tried to communicate with his symbiote.

"PARKER WAS MY FIRST HOST ON EARTH. BEING IN HIS MIND HEALS ME. I WANT OTTO TO PAY FOR KILLING HIM BEFORE I DO. I WANT TO BE WITH PETER FOR ONE LAST TIME…" The alien hissed in both anger…and even longing.

"Of course! You wanted to kill get at Peter for rejecting you and having you bond to nut jobs like Brock and Gargan, yet you still are grateful for him saving you from your own species." Flash realized what the symbiote wanted to do, get revenge on Otto and saving its first "love" all at once. "Well buddy, do your stuff!"

In that instant the symbiote flowed off of Flash and slithered to Peter. The same thing happen in the real world.

"Flash!? The hell are you doing!?" Miguel questioned in shock.

"Giving Peter an added boost!" Flash said proudly.

"He's right; this must be done for Peter to defeat Otto. Fight a cheap trick with another." Madame Web said, agreeing to Falsh's plan.

In seconds, Otto realized what was going on, but he was too late. The symbiote slithered onto Peter, who tried to fight it off, but moments later he calmed down as the creature quickly enveloped his body.

"No! I will not stand for-" Otto tried to threat before the symbiote covered Peter slashed him with a tentacle whip, the force effected his consciousness so hard that his costume seemed to shatter like glass, revealing the suit Otto wore when he started his career as Spider-Man. Peter then began to rip the black tentacles apart as if they were paper while ripping the Octobot from his forehead and crushing it.

It seemed the symbiote in control of the situation as the ruined scenery began to change as black tendrils burst from the buildings as the face of Octavius in the sky morph into that of the symbiote's.

"What's going on! The hell is that thing doing!?" Wolverine demanded in the real world as anger his senses knew what symbiotes can do.

"Do not fear." Julia tried to calm the room down "The alien is severing Otto's consciousness in Peter's brain and though it can't implant Peter's, it'll give him a fighting chance."

Otto himself could feel his connection to Peter's body gone while seeing the now free Peter slowly walk to him while white eyes formed on his mask with a large white spider appearing at the same time on his chest. If Otto's mind wasn't completely broken, he would've swear the reaper has come to him.

Trying to regain composure, Otto simply starred at Peter as he yelled 'I'M NOT AFRAID OF YOU! YOU HEAR ME YOU FRIEDNLY NEIGHBORHOOD-ACK!" Otto tried to threaten before being grabbed by the threat.

"My friendliness disappeared the moment I saw you nearly killing Mary Jane." Peter said calmly as he slammed Otto against a wall. "It's time we end things here and now." Peter Parker said coldly as he starred down Otto in his black costume he wore when the symbiote first bonded to him.

To be continued.


	14. Chapter 13

**I DON'T OWN ANYTHING.**

Chapter Thirteen: Amazing vs. Superior Part 2.

"Come on Octavius! I thought you had more fight in you?!" The newly symbiotic enhanced Peter Parker demanded as held Otto Octavius, now in his first "Superior" costume, by the throat. It seemed so quick once the symbiote rejoined with Peter as he not only freed himself of Otto's trap, but attacked him so viscously that his costume "shattered" like glass.

"What the hell was that costume glass thing anyway?" Flash asked as the attack also freed them of the mechanical tentacles trapping them.

"That was Octavius's very soul being attacked." Julia Carpenter's voiced explained "Memories and experiences are built in layers within one's mind and soul. When the symbiote severed Otto's connection to Peter's brain, the damage destroyed a chunk of his consciousness. The change in Octavius's appearance is a manifestation of the damage."

"In other words, Peter isn't beating the shock out of Otto. He's beating Otto entire existence out of him?" Miguel tried to confirm.

"Yes Miguel. Peter and the alien are doing a crude version of the mind purge used on him when Peter failed to reclaim his body at first." Madame Web answered.

"Well this is what that bastard gets. And by the looks of it, sure looks painful for Otto." Kaine growled as he observed the fight.

Back with the two Spider-Men, Otto tried in vain to fight back, but the powers the symbiote was giving Peter was too much for the mad doctor to take. Desperately, Otto tried to come up with an escape plan to avoid Peter's wrath.

"Have to hide, try to outsmart this…this monster!" Otto thought frantically as he shot a line of webbing at a nearby rooftop and swung in its direction.

"Not this time Octavius! No more cowardly moves!" Peter hissed as he shot out a symbiote tendril and grabbed Otto's leg. He then slammed Octavius to the ground with enough impact that Otto's suit shattered again, this time in Peter's classic red and blue suit.

"What's happeninging to me?! Why do my memories seem to be going away?! I'm just begging to realize Peter Parker is Spider-Man?!" Otto whispered to himself as the memory removal was catching up to him with a vengeance.

"How does it feel to have your memories starting to slowly rot away Otto?! Like what you did to me!" Peter growled as grabbed Octavius by his ankle and tossed him across the mental city effortlessly. Otto eventually landed on the rooftop of a symbiote covered Daily Bugle.

In the real world, the viewers of the attack simply looked in silence as they never saw just how viscous the Spider-Man they know could be.

"Are you sure the symbiote isn't influencing this fight Web?" Carlie questioned as she was actually scarred on how brutal Peter was dealing with Octavius.

"No, Peter is actually the dominant one in this fight. Octavius was a fool to show what he has done as Spider-Man, but taking pride in his quest to kill his love ones was the last straw. Essential the symbiote is just giving him to power to defeat Octavius as all this fury is all of Peter's" Carpenter explained as she observed the fight.

Back in Peter's mental world, Otto was now fighting just to stay alive as Peter continued his onslaught on him. Now limited on his knowledge of Peter's powers, Octavius was at a major disadvantage as not only he was nowhere near as strong as Peter, but his rotting memories were still haunting him.

"Parker, please stop! I don't want to die!" Otto begged for forgiveness.

"Neither did me! But did that stop you from taking my life away from me!?" Peter yelled as Otto's begging was fueling his anger as his hands morphed into claw and slashed at Octavius, causing his costume to shatter again, this time in Peter's civilian attire.

"No stop please! I don't want to back to my previous life!" Otto backed from Peter, absolutely terrified of his opponent.

"No, stop talking Otto, not in that face..." Peter hissed as he gripped Otto's face so hard that his claws drew blood. "LET ME SEE YOUR REAL FACE!"

In that instant Peter ripped his doppelganger's skin off, leaving Octavius in his appearance as Doctor Octopus before his sickness. Writhed in pain, Octavius tried to cope with the fact that any part of him that was Spider-Man was gone.

"Now I can see to real you Octavius." Peter said coldly as Otto got back on his feet.

"I may not know who you are anymore, nor do I know how to fight like you. But I still have my superior intellect as I can defeat you as DOCTOR OCTOPUS!" Otto Octavius, now Doctor Octopus proclaimed."

"Arrogant to the very end…" Peter thought as he and Doctor Octopus lunged at each other.

"Can you survive my tentacles Spider-Man?! I feel as though I have new confidence in them!" Octopus mocked as he tried to attack Peter, but due to the symbiote Peter effortlessly dodge them.

"I don't know, can you survive this?!" Peter mocked back with a growl as he formed a spiked tendril as slammed against Otto's face. The impact knocked him off the mental realm Daily Bugle's roof and unto the ground below. This again damaged his consciousness's as his skin shattered like glass, now in his first armor suit he wore when he was diagnosed with his illness.

"No…I will not be in this dying form." Ottos wheezed as he used his mechanical arms to lift his weaken body off the ground.

"How do you think I feel Ock?" Peter said calmly as he stood above Octavius. Otto tried to fight back, but in a quick motion Peter shot multiple web shots at him, pinning him against the ground. Peter chuckled dryly as he said "Trapped like a fly in a spider's web."

"Please don't kill me…" Octavius pleaded as he knew what Peter was planning.

"I won't promise to let you live, but I will make this a living hell for you Octavius!" Peter growled as he began to attack Otto in a viscous onslaught of slashes with his symbiote claws.

"HOW COULD YOU DO THIS?!" Peter roared as he continued his attack on Otto, ripping skin off.

*SLASH*

"I TRUSTED YOU WHEN I DIED!"

*SLASH*

"I TOOK MY POWERS!"

*SLASH*

"YOU TOOK MY LIFE!"

*SLASH*

"YOU TOOK MY FRIENDS AND FAMILY!"

*SLASH*

"AND WHEN I GAVE YOU MY RESPONSIBILITY AS SPIDER-MAN…"

*SLASH*

"…YOU DISREGARDED EVERYTHING THAT MADE SPIDER-MAN…"

*SLASH*

"…AND NEARLY KILLED MARY JANE WEARING MY FACE!"

*SLASH*

The attack ended, leaving Otto in what he looked like when Peter was trapped in his body. It was his dying, almost rotting appearance in a white coat and a bloody face and even a mechanical eye dangling from his skull.

"That was the face I wore when I died staring at my own body." Peter huffed, obviously tired from his viscous attack on his opponent.

"Please…kill me…" Otto begged in a dying whispered.

"I should kill you. I should have you feel the pain I felt, the pain of death. I know it's what you truly deserve…" Peter said, showing conflict as his hand made a hard fist as tendrils began to surround his arm. At this point there was an eerie silence as all the Spiders and those in the real world watched in silence, and even fear as they were about to watch Peter claim his prey. But in the bunker that had Peter's allies, the unconscious MJ wheezed again saying simply "Peter…"

As if he heard her, Peter simply punched the ground next to Otto's head, making a small crater as he continued saying "…but Uncle Ben wouldn't approve of this. Because even though my powers are great, so is my responsibility. I won't kill you Otto, but I will make you pay. I will leave you in that Octobot you used against me, a permanent prison were you will never die, just what you wanted."

To prove his point, Peter let the symbiote flow off his face, showing a tired yet determined expression as he got up and walked away from the defeated presence of Otto Octavius. And just when he was about to rejoin the other Spiders, Peter heard one of the most insulting things the doctor ever told him.

"Your uncle must have been a drooling idiot…" Octavius hissed. Peter then stopped in his tracks as his eyes widened.

"You shouldn't have done that." Venom sighed as he knew what was to come.

"You sealed your fate." Julia commented.

"You dumbass…" Kaine cursed.

"Son of a glitch Otto." Miguel thought in some slight fear.

There was silence at first, but Peter turned around to face Octavius and charged at Octavius.

"OCTAVIUS!" Peter screamed as his first formed spikes and claws on it and before Otto could react…

*CRACK*

Peter plunged his fist through Otto's chest as pieces of the symbiote began crawl their way into Otto's body. Peter then ripped his blood covered hand from the hole within Octavius's chest. Peter was panting in exhaustion as the Spiders came to see if Peter was okay. Peter was so stunned on what had happen, he didn't notice the symbiote leaving his body and rejoining Flash with the surroundings changing to a white void.

Otto, however, was in total fear as he starred down the whole in his chest as he wheezed "You…you destroyed the integrity of my mind…" Before he can continue his rant, black slime began to ooze from the hole…as a flaming pentagram appeared as well. "What…wat did you do to me!?"

Peter himself was shocked as looked at Venom, finding out he was his friend Flash Thompson as he questioned "What did the alien do?"

Flash sighed as he knew what was happening "Octavius has been marked?"

"Marked?" Peter said in confusion.

"Flash originally had a demon within him and the symbiote's being. But it influenced the symbiote and Flash to join you temporarily in order to find a better soul to bond to, that soul woulds be Otto Octavius." A female voice said as Julia Carpenter appeared with the heroes.

Octavius gasped in fear as he began to realize he was done for 'How could…this happen?!" Suddenly a pool of black tar formed around Octavius as he quickly began to sink in it while his body was falling apart like glass. "What?! No I can't suffer the same fate as my body?! WHAT'S HAPPENING TO ME?! I CAN'T REMEMBER WHO YOU ARE?! WHERE AM I?! WHAT IS MY NAME?! WHAT IS MY NAME!?" Octavius pleaded to the heroes as only his head remained before in sank in the tar as it evaporated into smoke, with Otto Octavius nowhere in sight.

After the ordeal, Peter then feels on his knees while Julia came to comfort him in her own way. She knew how Peter felt about murder and his morals, but she also knew that he was still human and has his limits.

"Peter…" Julia said to a distress Peter.

"Is he gone?" Peter asked.

"Yes Peter, you won. It's over now; you have your life back." Madame Web answered.

Peter then smiled softly with tears as though he grieved for taking his first life out of vengeance; he also has his life back, and knows there are others who still have his back.

"I'm free…" Peter Parker, The Amazing Spider-Man, whispered to himself.

To be continued.


	15. Chapter 14

**I DON'T OWN ANYTHING.**

Chapter Fourteen: Judgment and Freedom.

Otto didn't know where he was, his surroundings was completely alien to him. The only thing he recalled was being purged from Peter's mind and having his very being torn apart. He tried to see where he was but all he could figure out he was some realm that was almost pitch black except there was glass-like spider webs with images of variations of Spider-Man.

"Where am I?" Octacvius thought as he began walking in this strange realm, he then noticed he was in his healthy Doctor Octopus body, but without tentacles. He then began to look at then images within the webs as he noticed different incarnations of Spider-Man, One was a young looking one in a black costume with red webbings, another appeared to be young as well, but was obviously female and the spider emblem was much larger, and there was one that had a dark outfit with with goggles and a trench coat.

"What is this place?" Doc Ock asked himself.

"You're within the Web of Life itself." An elderly female voice answered.

Startled, Otto turned around to the source of the voice and saw an old woman in a red bodysuit with a white spider emblem, a red clothe that surrounds her eyes, and was sitting in a chair-like device with a mechanical web mechanism behind her.

'Who are you!?" Octavius demanded.

"My apologies, my name is Cassandra Webb, the first Madame Web, and the current overseer of the Web of Life that intertwines all of space and time with those given the power of the spider. And you nearly shattered it!" Madame Web answered with an obvious presence.

"You too?! Why?! Why is everyone saying my desire for perfection is so disastrous?!" Otto demanded in anger as he was offended by what Madame Web told him.

"No matter what truth is shown to you, you're arrogance blinds what intelligence you claim is above your peers. You 've never grown out of your villainy after you stole the life of Peter Parker." Webb told Otto calmly.

"But I reduced New York's crime rate, made criminals fear my presence, and even save a girl from my own actions! I was trying to be better Spider-Man then Peter!" Octavius yelled as he tried to defend his actions.

"Where those actions done from the goodness of your shriveled heart? Or were done to feed your ego in an attempt of surpassing Peter Parker? And if you were a so called hero, you would've allowed Peter to regain his life willingly instead of selfishly taking it away. You are nothing more than a hypocrite incarnate." Madame Web berated Otto in a voice cold as ice.

"But…but I wanted to live. I didn't want to die as a villain." Otto whispered as Madame Webs words began to shatter his fantasy world.

"So you decided give that fate to Peter Parker who had a life ahead of him while you took it from him and bastardized his legacy. And on the subject of fate, there's someone who has words with you." Madame Web said in slight disgust as she pointed behind Otto.

Octavius turned to see a giant metal door that had demonic symbols on it and it began to open .Once opened Otto saw a dark voiced but a sinister laugh was starting to be heard.

"Hehehe Well Otto, I thought I'll never see you for a while…" a raspy voice said as a figure walked forward and revealed himself to be a someone that Otto has feared to see "…but Mephisto is always a patient hell lord."

"No…NO WHY ARE YOU HERE!" Octavius panicked as he realized he couldn't move by an unknown force.

"I'm here to take you. After all you broke three rules against me." Mephisto vaguely explained.

"What do you mean?" Otto asked in fear.

"Well for starters: One, you cheated death that was meant for you. Two, broke the contract that said to never lust for Mary Jane Watson and have your identity revealed. And three, you have been given my mark." Mephisto said casually with a devilish grin.

"What contract?" Octavius said in confusion.

"Oh right you have none of Peter's memories, even the buried ones. Well then, time to enlighten you!" Mephisto said gleefully his eyes glowed yellow and a beam of energy shot into Otto's forehead. In that moment Octavius began to see images of Peter Parker and MJ confronting Mephisto as Peter gave the hell lord a handshake as everything went black.

"But, Parker made the deal! Not me!" Otto said, trying to reason with the devil.

"Actually, I have the written form of the deal right here…" Mephisto shot back as he pulled out a scroll from thin air and read it casually "…and it mentions on Spider-Man, not Peter Parker, and as of right now Parker hasn't reclaim his body. So…that means you're still Spider-Man." Mephisto grinned as he pointed at Octavius. Otto then looked down as he noticed his body was now that of Peter's classic Spider-Man outfit, but with a red pentagram on his chest.

"But, no please no…" Otto begged, with actual tears in his eyes.

"And you know what they say, three strikes…" Mephisto cackled as suddenly black chains shot behind him and then began to surround Octavius, bounding him "…YOU'RE OUT HAHAHAHA!" The chains then began to drag Octavius towards Mephisto. Desperate and fearful, Octavius then turned to Madame Web as she watched the scene calmly.

"Please, help me!" Octavius begged.

"This is you're punishment for not accepting you're fate." MADAME Web said coldly.

"BUT WHAT WAS I SUPPOSE TO DO!? HOW CAN I STOP THIS!?" Octavius pleaded.

"You're arrogance doomed you to this." Madame Web answered cryptically.

"OH GOD NO PLEASE!?" Octavius cried as suddenly his head was gripped by Mephisto.

"Your new home has no god…" Mephisto smiled as Otto screamed in fear befofe…

*SLAM*

…the metal door slammed shut and disappeared, trapping Octavius with Mephisto before the door turned into smoke.

Madame Web sighed in relief that the whole thing was done as she turned to a web showing her successor Julia Carpenter along with Peter Parker, Flash, Miguel, and Kaine as she smiled and said "Now claim your victory Peter, reclaim what was meant for you."

Back in Peter's mental realm, Peter Parker stood up and asked Julia "So what now?"

Julia smiled and said "Now plant yourself in your mind, and take on the mantle you truly deserve."

In that moment, Peter closed his eyes and seemed to be in a trance before he opened them again, his eyes now burning bright like the sun as a bright blue energy was emitting from him. Everyone in and out of Peter's mind watched in all before Peter unleashed the energy and the white void surrounding Peter was not that of a perfect replica of New York City.

"Wow…some light show." Venom mused as Peter turned to him and smiled.

"Never thought you were the new Venom." Peter chuckled.

"As I thought you were my idol, guess this is a small world." Flash said casually as the symbiote slithered off his face, showing his real face as he gave Peter a handshake.

"Okay, we can get out of here? I had enough of this mind world crap." Kaine butted in, showing he was irritable (with no shock to everyone).

"It's nice to see you too Kaine." Peter said to his brother as he turned to see Miguel as he said "Nice to see you again Miguel, been a while since we stopped Sloan,"

"Well, I would say it's been eight five years, but time travel would say it's been a few month back." Miguel chuckled.

"And now it's time we go to the real world to repair the damage Octavius has done." Julia proclaimed as the heroes then noticed the were in the real world with the helmets on them.

"Never are we going to this s**t again." Kaine groaned as he got up.

"Hey, we should know what's going on in your head." Venom joked as he got a glare from Kaine.

"At least you guys never tried VR games…" Miguel groaned.

Peter was the last to get up as he too groaned, not use to his body for being dead for months. But he was besieged with a bear hug from Carlie as she cried "I'm so sorry, I should've helped when when Ock…"

Carlie was then hugged back as Peter calmly comforted "It wasn't your fault. But thank you for helping me find my way back."

Just before she got comfortable, Carlie got a call as she answered "Carlie…wait what?" she said in shock.

"Carlie?" Peter questioned.

"MJ is awake!" Carlie answered.

It didn't take long for Peter to get out of Otto's Spider Suit and into some civilian clothes as he along with the other Spider-Men raced to the panic room that had Peter's love ones. Once there, Peter was suddenly attacked with an assault of hugs as they were given the news that Peter was resurrected. Even Jameson gave Peter a handshake as he now realized Peter was a true hero.

"Where's MJ?" Peter asked.

"In here tiger..." A tired yet welcoming voice said in a separate room as Peter rushed in. There he was Mary Jane who looked hurt, yet seemed healing as she looked at Peter with tears of joy.

"Peter…" MJ cried as Peter rushed in a strong, yet gentle hug.

"MJ…" Peter said in a comforting whisper as MJ returned the hug. The two remained in silence as the other Spiders told the others the give them privacy and explain what happened. But with the two, they simply enjoyed each other company, as a new fire rekindled between them.

To be concluded.


	16. Epilogue

**I DON'T OWN ANYTHING!**

Epilogue: Amazing New Days.

It's been a few months since Peter had been resurrected and things seem to be going surprisingly good for the Spiders, despite all the hardships Otto Octavius had dropped on their shoulders. For Peter, he had to physically and emotionally recover from some of the trauma he'd experienced when he died twice and hasn't been able to use his body during Otto's rein. However, Peter had his friends and family back him up during his recovery, especially a fully healed Mary Jane and the combine help of Aunt May and J. Jonah Jameson Sr.

Miguel O'Hara, despite completing his mission of reestablishing Peter into his body, felt obligated to help out Peter and (in his words) said that he "needs some vacation time". So he along with Madame Web, Tony Stark, and Hank Pym, created some fail safes so Peter won't have his mind transferred again as now that it's publicly known that Peter is now Spider-Man again, some villains can take opportunity to copy Octavius's methods. This included psychic barriers within Peter's brain, nanites Miguel and Tony created to monitor any changes in Peter's brainwaves in case the barriers failed, and a new costume for Peter made of the modified unstable molecules that made Miguel's costume.

Afterword's Miguel realized that his grandfather Tiberius Stone was planning to sabotage Horizon Labs in order make way for the future of Alchemax. In this revelation Peter and Miguel decided to negotiate with Stone without revealing what will come in the future and with Stone's partner Liz Allen, the created a partnership with Stone's company and Horizon Labs in order to keep the face while maintaining Miguel's future. And before he left, Miguel gave Peter, Kaine, and Flash a time-travel proof communication device that incase some more dimensional base problems occur, he can come to their aid and returned back to the future.

With Flash's situation, he was surprised Peter supported his run as Venom as Peter felt that if Flash hasn't turned to a villain so long with the symbiote, Flash should remain with it. In fact Peter aided him when Venom had to take on Philadelphia's crime lord Lord Ogre and even assisted Venom's new sidekick Andi Benton aka Mania who's symbiote was created when even though Flash was purged of the demon, it left some demonic energy that Flash's symbiote purged in the form of another symbiote and gave it to Andi while Flash face a man hypnotized to think he's Jack O Lantern.

Also with Kaine, he returned to Houston with a new appreciation of how he truly became a reform man, though he still dislikes being called a superhero. He also had some adventures with Peter including them defeating Kraven the Hunter and his daughter Anna who at first tricked Kaine to believe he was suffering clone degeneration again and was fighting a "resurrected" Ben Reilly. But with Peter's and Kaine's friend Aracaely who aid, the removed the hallucinogens and defeated Kraven's hunt for Kaine.

Lastly with Peter himself, many things turned out to be good for him. One was that he was pardoned for his crimes that Octavius perpetrated with the new Mayor and former senator Stanley Lieber who also pardoned J. Jonah Jameson who decided to get away from New York out of shame and retired to Florida to get some peace. As Spider-Man, Peter was actually praised for his heroics as Spider-Man and with identity public; Peter was given thousands of letters from people thanking him, including the little girl that Octavius "saved" from brain damage, but knew Peter was the real hero. Even some villains were glad that Peter returned as some were still recovering from the fear instilled from Octavius, much to Peter's irritation. And lastly he and Mary Jane began to date again, with Carlie Cooper giving Peter her blessing as she felt with all the hardships him and MJ have been through, Carlie believed the couple deserve each other and Carlie has full support for their relationship. And with that Peter gained so much new confidence, he proposed to MJ again, this time Mary Jane gladly accepted.

Current time, Peter returned to his new condo provided by Tony Stark after a night of petrol, immediately he was given a warm welcome with his fiancée.

"Welcome back tiger." MJ said lovingly as he gave Peter a kiss.

"Hey MJ, how was your doctor's appointment?" Peter asked with some concern as MJ was expirencing some flu-like symptoms for the past week.

Immediately she blushed slightly as she said "It went good, nothing is wrong, but…"

"MJ?" Peter asked with a tone of worry.

Mary Jane's blush deepened as she moved to Peter's ear and whispered "…you're going to be a Spider-Dad."

I didn't take long for Peter to have her answer sink in as he gave Mary Jane a massive bear hug as the two laughed in joy. And despite having experiencing death and torture twice, Peter is glad that he was back in his body, with a new appreciation of life and a new desire to ensure he carries on his uncle's legacy. But for now, he and his loving future wife and mother of his child were simply glad their future looked bright.

However, unknown to the heroes, something sinister has been working ever since the defeat of Otto Octavius, mainly the The Goblin's Lair. As even though Norman Osborn has been killed, his Goblin army has been rather busy as Phil Urich formerly the Goblin Knight and Hobgoblin, has been leading the gang while taking on the mantle of the Green Goblin. Currently he had been following a plan Osborn had for him in case he would be killed by Octavius, which included allying with some unsavory friends.

"Is it almost done Jackal?" Goblin asked impatiently as for the last months he was being the mad doctor's "errand boy" to complete Osborn's plan.

"Just one moment Gremlin I mean Goblin…" Jackal answered with his manic humor as he was at a computer screen "…I practically have everything needed, speaking of which, did you retrieve the donor?"

"We had some trouble getting him from that nutjob Wizard, but it was hell keeping him contained." Goblin said as two gang members carried a liquid filled tank that held the lobotomized Cletus Kasady aka Carnage.

"Good job my boy!" Jackal laughed in joy as from the shadows his partner Carrion walked as Jackal turned to him and asked "Is the patient ready?"

"Yes…" Carrion said with his ghostly voice as two other Goblin gang members pushed a gurney that had the corpse of Norman Osborn with the top of his skull removed and had a golden Octobot infused into his brain.

"Aright, now it's time for to play Frankenstein!" Jackal giddily said with mad joy, making both Urich and fellow Goblin's slightly unnerved. They then started the "procedure" as Phil pulled out the helmet like device Otto used to purge Peter Parker the first time on Carnage's head while using heavy sedatives to keep him calm. On Carrion's end, he used his powers of decay to keep Norman Osborn's brain from decaying while Jackal connected to Octobot to the helmet on Carnage's brain. And with a insane grin Jackal the yelled "LET'S PLAY GOD!"

In that instant, the Octobot began to create a discharge sparks and the electrical current traveled from it through the cable and reached Cletus Kasady as he and the symbiote began to spasm violently. With Phil Urich watching in patiently, the gang member in fear, Jackal and Carrion looking in awe as Carnage then stopped moving and was breathing calmly.

"Get him out him out of there, we did it!" Jackal ordered as Green Goblin grabbed his flame sword and slashed the tank containing Carnage. From then Carnage seemed to be trying to get back on this feet as the symbiote flowed of his face revealing Kasady's.

"Well, can you say anything?" Urich asked as he was unsure if the plan worked.

"Hail to the King…" Cletus Kasady said with a devilish grin, but in Norman Osborn's voice.

The End?


End file.
